An Insecticon Disruption
by Oreobot
Summary: Jazz must rally the Autobots to contend with an Insecticon pest problem while Optimus Prime and Prowl are away. Set in the G1 universe.
1. Chapter 1 - Tremors

The dice bounced across the table and landed in front of Bluestreak. Jazz looked at where his roll landed him and smiled at the game board.

"Energon Depot," Jazz announced, full of hope, and moved his game piece five spaces ahead. Maybe after landing on Decepticon Ambush and getting sent to jail for a turn, and not to mention all of the other squares of misfortune he landed on prior to that, his luck would finally turn around. He crossed his fingers and reached for the deck of cards. "C'mon, Lady Luck."

Jazz tipped the top card of the deck and looked hesitantly underneath. Across the table from him, the suspense teased Bluestreak as he tried to read Jazz's expression for some clue as to whether the card was good or bad news.

"Well, what is it?" Bluestreak inquired anxiously.

Jazz raised his optic visor to gaze at Bluestreak. For a frozen moment, Bluestreak worried that his advantage was about to disappear. But at last, Jazz flipped the card over and slouched back into the couch.

"Major repairs," Jazz resigned, looking at his dwindling assortment of energon chips. "Pay two hundred credits."

Bluestreak snickered. It felt good to be winning. The excitement of the game brought a whole new angle to the edge of uneasiness he often felt, something that made him feel almost normal. This was indeed good stress.

"I don't get it, 'Streak." Jazz began as he reluctantly paid the game's fee. "How come you're gettin' all the luck and I'm just gettin' skunked?" He mocked a look of concern and rubbed his chin. "Could be those dice."

Bluestreak missed Jazz's feign. On the edge of an emotional knife, the excitement overshot into fear and he reacted defensively. "Oh no, Jazz. I didn't do anything to them." He shook his head emphatically. "R-remember, you brought them…?"

Jazz chuckled and put his right arm up on the couch. "Hey, chill out. I'm not sayin' it was you."

Bluestreak looked mildly relieved.

"I just think I'm not rollin' them properly, or somethin'," Jazz figured, casually tapping his hand on the couch arm. He looked elsewhere in the room, ending that line of the conversation.

A true grin returned to Bluestreak's faceplate. He enjoyed Jazz's company. The black and white Autobot never laid heavies on him and never criticized him. In fact, now that he thought about it, of course Jazz would not accuse him of fixing the dice. He had only jumped to that conclusion. Feeling better, Bluestreak picked up the dice and began to shake them in his right hand.

Jazz turned to look over his shoulder as someone approached the lounge. "Hey, "Mirage," Jazz greeted. The blue and white Autobot entered the lounge, but continued across the room past Jazz and Bluestreak, uninterested in the game they were playing. "You guys just leavin'?"

Mirage stopped and crossed his arms. "We will be if the others can get the lead off their rear axles." He gazed off through the doorway, back down the hall.

Mirage was looking forward to the upcoming competition. He and several other Autobots were preparing to leave for a few days of special racing on a closed track down south. The one rule of the race was to win, and that meant that the participants were free to use any ability to assist them. Jazz suggested the idea to prevent a bunch of stir crazy Autobots from making trouble while Prime and Prowl were gone for a week at a national conference. The concept was appealing to many, which was a good thing, Jazz knew, because any trouble makers looking for action would be away from the Ark. Jazz's job of caretaker would be easy during Prime's absence.

As he continued to shake the dice, Bluestreak's attention was caught by someone else coming quickly toward the lounge. It was Smokescreen. The red, white and blue Autobot posed in the doorway, showing off his racing stripes as he regarded Mirage on the other side of the room.

"You calling me full of lead, Mirage?" Smokescreen taunted. Already a rivalry was beginning.

Mirage laughed, aloof. "I did."

"Just wait until I beat you to the track," Smokescreen responded, not really upset, but playing the part well, nonetheless. "Then you'll eat those words."

"If you want to beat me," Mirage haughtily challenged Smokescreen as the glowing rectangular frame of his electrodisrupter powered up, "you have to see me." Encasing him within its boundaries, the prism then vanished, taking Mirage with it. Now invisible to the others in the room, Mirage transformed and peeled his tires on the metallic floor before speeding away.

Smokescreen ran a few steps after him then stopped to engage Jazz and Bluestreak. "He forgets that he needs to see where he's going." The diversionary tactician chuckled. "I have a few aces up my own sleeve, so to speak." With a sly smile he also transformed and raced from the room after Mirage.

Jazz chuckled to himself. "You sure you don't want to go too, Bluestreak?" he asked, wondering if the silver Autobot across from him might change his mind. "It's your last chance."

"Nah," Bluestreak focused on the modified Monopoly board in front of him, still shaking the dice. He already knew that he was fast and did not want to prove it. Besides, he was not keen on the idea of other Autobots using their abilities against him. His only defense was his weaponry, which was morally off bounds to him and did not count as a special ability that he could use. "I'm more interested in playing this game."

Jazz's smile tilted to one side. "More like you want to win this game. Hey man, that's cool. You're giving me a run for my energon."

Bluestreak returned the smile, and placed his left hand over this right. With the dice cupped in both hands, he concentrated. Maybe he was doing something special to bring himself a streak of luck. He shook the dice one last time to add that special something to his roll, then released them to scatter back across the table.

Whatever he did, it worked. Again, his roll brought him fortune. "Like magic," Bluestreak gasped, astonished at his own luck.

"Lucky you," Jazz sighed through his vocalizer as Bluestreak moved his game piece ahead eight squares to stop on Big Falls Dam. It was probably good for Bluestreak's morale to have the game turn out so well for him, Jazz thought. Winning did not matter so much to Jazz. It was just a game.

Looking at his considerable stack of energon chips, Bluestreak rubbed his knee, considering what he wanted to do. "I think I'll start with three energon compressors." He already had four compressors installed on Bonneville Dam. "And…it's time to put up an energy silo at Bonneville." He smiled from auditory receptor to auditory receptor as he placed the three energon compressors on the first facility. "Jazz, this game is great."

Jazz rested his head against his hand. "Yeah, I'm sure you're havin' the time of your life."

Bluestreak leaned across the game board to place the energy silo on the game square. Without warning, he felt the room tilt ever so slightly. Feeling disoriented and out of balance, Bluestreak knocked over the four compressors. He set down his game piece and regarded Jazz with wide optics. This was unusual.

"You shakin'?" Jazz inquired as he looked around the room, not trusting his own balance control either.

"I don't know, I mean, I hope not, I mean, I really don't know," Bluestreak sputtered. "Are you?"

Bluestreak followed Jazz's gaze over the table between them. Both Autobots observed the game board where Bluestreak's game piece, a mini Sky Spy replica, had tipped over. All of the game pieces had shifted.

"Weird," Jazz decided, shaking his head. "Like my balance control just got funky."

Bluestreak instinctively grabbed the arms of the chair. The fear of something unseen trying to control both of them gripped him. Optics struck with panic, he held perfectly still.

Jazz was unfazed by the event and stood up to test his own equilibrium. "Hmm. Everything's normal now. How 'bout you?" He looked down at Bluestreak. The silver Autobot stared at the far wall, paralyzed.

After a moment, his optics darted up to Jazz then froze again, locked onto the black and white Autobot. He tried to speak quietly without moving his mouth. "I don't know." He fought the urge to look behind him.

At that moment, Jazz's communicator status blinked urgently as someone tried to reach him. Bluestreak almost jumped out of the chair, spooked by the flashing lights. Coolly, Jazz opened the line. It was Cliffjumper, obviously excited about something.

"Did you just feel what I felt?" the red minibot asked suspiciously.

Cliffjumper's concern, coupled with Bluestreak's paranoia, alerted Jazz that maybe something was up, after all. "Oh, you mean like a little bit of shakin'?"

"I mean-" the minibot began, but was interrupted when a larger tremor jolted the Ark. At both ends of the communication channel, everyone braced themselves. "That!"

His survival systems triggered, Bluestreak flung himself out of the chair and produced his beam rifle. His chromed, shoulder-mounted missiles gleamed under the overhead lounge lights as he swung around, pointing his weaponry at anything and everything in search of a target.

The blind panic in Bluestreak's optics now indicated a very real threat. Jazz ducked, knowing that when the gunner was this spooked he could shoot at anyone, friend or foe. "Hey, cool it, Bluestreak! Calm down!" Bluestreak jerked his rifle in Jazz's direction, aiming everything he had at the other Autobot. Jazz tensed with his arms raised to protect his faceplate. "Hey, cool it, man! Don't shoot!"

After a moment, the gunner's optics cleared and he recognized Jazz.

"One day, you're really gonna do it, 'Streak," Jazz laughed to alleviate the tension. "And I'll be Autobot confetti." He checked his communicator link with Cliffjumper but the line was closed, so he clicked the screen back into place in his forearm.

Bluestreak lowered his rifle and disengaged his missile targeting system. "Sorry, Jazz. I didn't mean to," the gunner stiffened for a moment. "Hey! The shaking, it stopped! What could have caused it? Maybe…it was a weird group experience induced by a disruption of our cerebral circuitry. Or maybe, it was…oh no, it wouldn't be that because Teletraan I would have alerted us. Well, maybe – maybe it's one of Wheeljack's inventions again! That was a pretty big explosion. I sure hope he's okay because-"

"It wasn't caused by Wheeljack," Jazz interrupted in an even tone. Once Bluestreak got started, there was never a natural pause where one could get a word in. "He's probably already left for the race. I don't know what it was, but I better go check it out. Wanna come?"

Bluestreak shook his head. There was no way he was going to go anywhere near the source of something that could disable him like that.

"Okay…" Jazz turned to leave. "Hopefully this won't take too long."

With no one else in the lounge for company, Bluestreak realized the alternative was waiting alone while something unknown lurked out there. "On second thought, maybe I better come along." He smiled self-consciously.

Bluestreak kept a firm grip on the handle of his beam rifle. The gunner frequently spun around to make sure there was nothing following them as they made their way through the Ark to Teletraan I. Jazz knew the source of the shaking was probably no big deal, so he tuned out Bluestreak's antics. They were just a couple of little tremors, after all.

Without anyone actively monitoring the main computer, the lighting in the control room was left at a soft level. Rather than turn all the lights back on, Jazz preferred to leave the lights down low to briefly check on security status before getting back to the lounge and the game he was most definitely going to lose - unless a miracle happened. As he viewed the history log, the light from Teletraan's main screen washed over Jazz's features. Behind him, Bluestreak kept guard, mindful of anything disguising itself in the shadows that flashed across the room as Jazz moved between readout screens.

"Teletraan One says all surveillance communication was disrupted at precisely the same time that we felt those two tremors," Jazz read aloud.

"What does that mean?" Bluestreak asked, coming closer.

Jazz faced him. "It means that we just felt a couple of little earthquakes."

Bluestreak's frame relaxed. "Little earthquakes?! Hah! And I thought it might be some Decepticon intruders!" He laughed heartily at himself as his high-strung anxiety melted away into grateful relief.

Jazz puzzled over the rest of the report on the screen. Although the earthquakes were small, the epicenter seemed to be located right beneath their feet. He crossed his arms and held his chin, pensively. "I think," Jazz considered carefully, "we better go see what Beachcomber makes of all this."

At ease now, Bluestreak followed Jazz below the ship to a cavernous hollow where their resident geologist had set up a seismic monitoring station. Sure enough, the blue and grey minibot was already there, reading the output of his machinery.

"Hey, Beachcomber," Jazz greeted the geologist. Beachcomber, who was facing away from him, must have been lost in his own world since he responded after a lazy pause.

"Did you guys just dig that rhythm?" Beachcomber asked in a smooth, relaxed voice. "I mean, that natural Earth beat?"

Bluestreak looked to Jazz, hoping for an interpretation.

"Yeah," Jazz quipped with a big smile, "it had us rockin' without the rollin'."

A casual smile spread across the geologist's faceplate.

Jazz continued in his usual cool demeanor. "I'm in the groove for the lowdown on what's down below." Jazz finished with a stylish flick of his head and slouched back onto one leg.

"It's deep, man. I mean…rrreal deep," the blue minibot slowly bobbed his head.

Bluestreak bobbed his head in synch with Beachcomber, mesmerized by the motion. He was not following what either Autobot was talking about.

"I dig it," Jazz answered, and tilted his head to the other side. "But what kind of vibe is this for all of us up here?"

Beachcomber hooked his thumb back at the seismic reports on his equipment. "Hey, it's all groovy. You can trust me 'cause I'm tuned in to the Earth. Just be one with it and ride the wave," he finished, complete with hand gesture simulating the motion of a rolling wave.

Jazz crossed his arms, attentive.

"I'm in the zone," the geologist continued with confidence, persuading Jazz. "…this thermal hiccup won't give us any negative energy."

Bluestreak suddenly interrupted. "W-what are you guys talking about? What's this about a thermal hiccup?"

The other two Autobots smiled knowingly and changed their register for the benefit of Bluestreak. Jazz translated their conversation.

"Beachcomber says it's no big deal, but we might feel some more small tremors."

"It's this volcano, Bluestreak," the geologist calmly explained in plain terms. "The rock plates of the Earth underneath us are shifting all the time. We've got a bit of magma happening below us just now, but don't worry. It's all just part of nature."

"Magma!" Bluestreak sputtered. "Jazz, isn't magma bad?!"

"Hey, no, man," Jazz replied. "Take it easy."

"A little heat reaching up from the Earth's core is what a volcano's all about, Bluestreak." Beachcomber paused to mull something over. "I bet the geothermal energy compressors are extracting a ton of energon right now."

Jazz beamed at Bluestreak. "See? It's all cool. So let's just chill about it."

"Yeah, sure," Bluestreak accepted, glancing over at Beachcomber. Bluestreak did not understand geological mechanics. He scanned Beachcomber's faceplate for any hidden anxiety, but found none.

"Relax, Bluestreak," the geologist replied in a soothing tone, "I'm on top of it. There's nothing to worry about."

Bluestreak crossed his arms and pressed his lip components together in an accepting grin.

Jazz's communicator lights blinked again.

"Sorry, guys," Jazz apologized and turned away to take the call. It was Cliffjumper again.

"Jazz, I'm in the lounge. You gotta get down here!" the minibot eagerly instructed.

"Someone better not be finishing my game for me," Jazz frowned.

"Nah," Cliffjumper dismissed with shining optics. "We're about to get turbo charged!" Cliffjumper panned his communicator away from his faceplate to show Jazz the scene in the lounge.

A bunch of Autobots were congregating in the room, gathered around the energon dispenser. Sure enough, someone found that the energon pumps were running at full capacity, brimming with a fresh surge of energon from the recent seismic activity, and quickly spread the word. A couple of pans lay on the floor, brimming with energon that overflowed through the dispenser nozzle. Jazz saw Ratchet in the role of what humans would describe as a keg master. The medic scooped cups of energon out of the pans and handed them out. Brawn, with a cup of energon in each hand and a huge smile splayed across his faceplate, walked in front of the screen.

"See?" the minibot asked excitedly, bringing himself back into view. "What are you waiting for?!"

As Jazz turned to the others, the image on the screen blinked off. Jazz chuckled. "I guess you're right, Beachcomber." He laughed at himself for not figuring it out. "Looks like the others figured it out first. There's plenty of energon to go 'round."

"Then what are we waiting for? Llllet's go!" Beachcomber quickly entered a code into his monitoring equipment before the three left to join Cliffjumper and the others.

With the energon flowing like water as a result of the volcanic activity, it was hard for any of the Autobots to mind a few small, periodic tremors. The aftershocks were minor and, over time, it was easy to confuse the energon buzz with the disorientation caused by an occasional tremor. Jazz and Bluestreak each received a cup of energon from Ratchet and resumed their board game where they left off. Jazz forced a toast with Bluestreak to lift the silver Autobot out of any remaining concern so that he could relax and just enjoy the moment. When Beachcomber received his cup brimming with the radiant pink fluid, he held it as if it were liquid gold. The energon glow reflected off his silver optic band as he meditated on the drink clutched in both hands before his faceplate. Jazz shook his head. Only a geologist could appreciate a cup of geothermal energon like that.

On a rocky slope outside Autobot Headquarters, Air Raid kicked a chunk of rock free, sending it tumbling below. "This stinks," the Aerialbot complained loudly, fists clenched, as he watched the rock smash itself smaller and smaller as it rebounded off other rocks on the way down, "we shouldn't be stuck out here on guard duty and have to miss the party."

Slingshot turned in the direction of the other Aerialbot standing atop a mound of rock to his right and huffed in agreement.

Silverbolt was staring at the rock between his feet when he saw the remains of the rock smash against a large flat of the slope below and finally come to rest. The destructive image jarred him out of his moment of complacency and he radioed Air Raid.

"Hey up there," the tall white and red Aerialbot leader addressed Air Raid, as small stones continued to crumble away beneath Air Raid's feet. "Remember that you're not the only one out here, so be careful."

Air Raid laughed into his communicator. "We are the only ones out here. We _are_ the Autobot defenses."

"Yes, Air Raid. _We_ , meaning your fellow Aerialbots." Silverbolt paused, but kept his optics on Air Raid. Slingshot must have been able to hear the conversation as the Autobot's orange optic band turned down toward Silverbolt and he put his fists on his hip plates.

Sure enough, Slingshot joined the conversation a moment later. "Yeah, Silverbolt. What exactly are we doing out here? I don't see anything happening. They don't need us on guard duty."

Silverbolt sighed. "The point is that while we're out here, nothing will happen. You see?" Silverbolt could see their point, but knew that if he gave in to their complaints, he would lose their dedication to guard duty for sure. The others closed the radio channel with the Aerialbot leader. He leaned back against the rock behind him and scanned the skies above him for Fireflight.

Silverbolt squinted against the bright, overcast sky to see the red F-4 Phantom fighter jet. Fireflight circled the volcano and rolled his wingtips back and forth as he flew past the other Aerialbots near the entrance to Autobot Headquarters and up the valley again. Fireflight appeared unstable in the air, but Silverbolt knew that the Aerialbot was only wrapped up in whatever he saw below him, which was what he was supposed to do when he was on patrol. Nevertheless, Silverbolt hailed Fireflight over his radio to check in with him.

"Fireflight, do you see anything of interest up there?"

"Do I ever," came the overwhelmed response. "You ought to come up here and take a look for yourself."

Silverbolt turned and craned his neck to observe the mouth of the volcano high above and behind him. A stream of white steam vented high into the sky above. "Uh, no thanks. I think I'll stay down here." He did not know anything about the inner workings of the Earth, and was concerned about the information relayed to him regarding the source of the tremors. Somehow the idea of an active volcano so close to home, even if the volcano was not predicted to erupt, spelled trouble one way or another.


	2. Chapter 2 - What's For Dinner?

Kickback landed lightly in the next field but the weight of his frame still crushed the remnants of the harvested wheat beneath him. A flurry of wings chattered around him as grasshoppers fled his ominous shadow. He inched himself forward on his appendages, looking over the length of the field for a patch missed by the harvester. The bristly ends of the pale wheat shafts brushed harmlessly against the underside of the Insecticon.

Two clones of the giant Decepticon grasshopper set down on either side, waiting for their host to lead the way to the next food source. A moment later, the chassis of an enormous metallic boll weevil hurtled into the same field, leaving a trough of freshly ploughed earth behind him.

"Where's the grub, Kickback, Kickback?" the boll weevil Insecticon echoed in his tinny voice.

Kickback tested the cut wheat shafts in his mandibles then spat the bristles out. "This field's been spent by those puny humans, humans."

As the dark shape of the third Insecticon scuttled into the field beside the other two, both Kickback and Bombshell tensed instinctively. The third Insecticon wrapped his mandibles around the nearest dry stalks, but immediately spat them out also. The large chromed jaws of the black and purple Insecticon, in the form of a giant stag beetle, twitched with distaste.

An incomprehensible metallic echo resonated from the stag beetle before he spoke. "All of the food is gone, gone."

During the recent summer months, the Insecticons enjoyed their fill of organic resources, but the harvesting season was nearing its close and food sources were growing scarce. They and their growing clone army needed to feed, and they needed to find a new source of energy soon.

It would have been easier to return to a different part of the Earth where their feeding could continue uninterrupted, but once they tasted the variety of rich energy sources in North America, they did not want to leave. The buffet was definitely superior here than in their former habitat of Indonesia, but it was harder to feed on the choicest items because the accursed Autobots were always alerted to their actions. Very often it was not worth the effort to pursue the human energy resource facilities because an ensuing battle with the Autobots burned through much of the energy they devoured, bringing the Insecticons back to an energy level close to that before their meal.

Also, an alliance with the other Decepticons failed since Megatron did not want to share his energon with anyone but his loyal warriors. First, the traitor promised the Insecticons a cornucopia of energy sources in North America, luring them away from their monopoly on the fields of Bali. But then Megatron double-crossed them by opening fire on them when the Insecticons fed on the energon that Megatron dutifully provided in exchange for a favor. Megatron was not a trustworthy source of energy.

So, with Megatron and the Autobots competing for energy in the same vicinity as the Insecticons, the Insecticons needed to increase their numbers if they were to stand a chance of surviving. The production of their precious clone army, created from Bombshell's insecto-shells and Shrapnel's clone beams, was the answer. However, once the army was created, it needed to be sustained, which required much more energy than the three chief Insecticons did. Luckily, the increased numbers gave the Insecticons the confidence to attempt an attack on a more potent energy source than measly, organic foodstuffs.

Bombshell raised his long, chromed snout above the field, testing the air. "We may have missed the feast here, Shrapnel, but I smell something good in the air, air."

Kickback's antennae perked up. The large, metallic grasshopper double-checked his olfactory sensors. "That must be what I'm smelling, smelling." He pushed himself forward with his powerful hind legs, eagerly testing for the source of the delectable smell wafting over his sensors. "I knew I was headed in the right direction, right direction." The grasshopper brought the ends of his hind legs up against his body, then, with an enormous thrust of his hydraulics, jetted himself high into the air. A moment later, his aerial thrusters kicked in and he soared through the air, led by his olfactory sensors.

Bombshell turned to address the clone army. "Insecticons, follow us, us!"

Both Bombshell and Shrapnel took to the sky after Kickback. Behind them, a dark swarm of their copies obediently followed.

The cloud of Insecticons flew east across the dry, harvested fields far below, coasting on the wind toward the approaching mountain range. The smell of energy blowing in draughts toward them from some unknown source grew stronger as they passed over the range of forested foothills below. With energy absorbers starved dry, the Insecticons and their army could not deny themselves the feast that awaited them, no matter what it was. The more the scent of energy coated their olfactory sensors the more determined they became to find the source and take it. As they approached through the mountain passes, the Insecticons determined that the energy was emanating from the base of the high white cloud venting into the sky, however they had yet to fully comprehend what the source was.

"I can't wait to gorge myself on such a fresh smelling source of energy, eh Bombshell, Bombshell?" Shrapnel commented, appendages twitching excitedly underneath him.

Bombshell turned his chromed snout in Shrapnel's direction as he answered. "What do you say it's a large tanker spill, ripe for us to clean up, clean up?"

That would be easy pickings, indeed. The two beetle Insecticons laughed in their tinny, metallic voices, until Kickback interrupted them.

"Autobot, Autobot!" Kickback announced with an exasperated echo. "Flee before he sees us, sees us!" The Insecticon abruptly descended from the sky and disappeared into the thick of pine trees below.

"We don't need to flee an Autobot! There are so many more of us than them, them," Shrapnel replied with a metallic tone of glee.

"No," Bombshell ordered, altering his flight path and following Kickback. "We are too low on energy. We can't risk him calling for others, others."

Reminded of the need to protect their clone army, Shrapnel reluctantly also dropped out of sight into the wooded mountains below. He knew that they may be able to defeat a single Autobot, but would risk losing a significant number of their clones should more Autobots join a fight.

The boll weevil Insecticon landed on a boulder barely larger than him. He adjusted his footing, balancing as he inched himself around to find the others nearby. The Insecticon army dropped out of the sky around them like dark, metallic rain. The clones were not picky about where they found a foothold while they waited for the next direction from their hosts. Robotic grasshopper, stag beetle and boll weevil copies clung to the nearest tree, rock, or patch of ground.

"So what do we do now? That Autobot is blocking our way to the energy, energy," Kickback asked, worried that their feast may be denied them.

"He is in the air, but we are now on the ground. We can burrow beneath him to our meal, meal," Shrapnel responded with confidence.

"But that will take much energy," the grasshopper replied with a tinny vocalizer filled with dismay. "How much farther is it, is it?"

"That, my fellow Insecticons," Bombshell answered, "is the question of the day, day." He double-checked his internal geo-tracking system, and raised his mandible to address the other two as well as the entire Insecticon army. As he spoke, his metallic vocalizer rang as if he were smiling. "My sensors tell me that today we will be feasting courtesy of the Autobots. This delectable smell that we've been following has led us to the Autobot's Headquarters, Headquarters."

The other two Insecticons' vocalizers gasped with a raspy noise of shock and surprise.

"What?!" Shrapnel demanded, indignantly. "You expect us to take energon from the Autobots, Autobots?"

Kickback made a tinny noise in desperation. "We can't fight them for it, for it."

Bombshell laughed a strange, metallic laugh. "Fight them? We don't need to fight them. We'll take it right out from under olfactory sensors, sensors."

Shrapnel recalled the white cloud venting off in the distance and realized that the source must have been the Autobot's volcano, with the smell of fresh energy coming from their energon processing equipment. It must be overloaded, he thought with mouth buzzing for energy, for it to be emitting a scent so strong, so far away.

Realizing Bombshell's plan to attack the energon generating equipment below the Autobot base, where there were no defenses, the Insecticon raised his chromed mandibles high, confidence renewing. His tinny chuckle resonated deep within his vocalizer. Yes, they would take as much energon as they needed, and no one would even know they were there.

"Insecticons!" Bombshell ordered loudly. "We burrow underneath Autobot Headquarters! A fresh batch of energon awaits us, awaits us!"

Kickback's antennae perked up at Bombshell's plan. Bombshell dug his long chromed mandible into the ground in front of him. Chunks of heaved earth flung to each side behind the chief Insecticon as he burrowed into the ground and disappeared. A moment later, Kickback bounded after the boll weevil Insecticon in the freshly turned out tunnel.

Shrapnel shoveled the earth before him with his own large mandibles until he had a hole started that he could press his metallic frame through. As soon as the third host disappeared, the first of the Insecticon army began to chew their own holes into the ground. The clones pushed themselves into a few earth passages to gain the advantage of their joined efforts in burrowing quickly to the energy source. Within minutes, the entire Insecticon army disappeared from sight under the cover of the sweeping boughs above.

Fireflight swooped down out of the sky and transformed into his robot mode. He balanced himself on the diminishing thrust from his engines, setting himself gently down near Silverbolt. The Aerialbot leader stood awaiting Fireflight's report.

"It must have just been a flock of birds," Fireflight explained, perplexed. "I didn't find anything unusual, or even interesting."

Silverbolt considered the Aerialbot's reconnaissance. "Strange…but I suppose it the right time of year for them to be migrating."

Fireflight shrugged as Skydive approached up the slope toward them.

"I suggest we keep our sensors alerted," the air warfare strategist recommended with a hint of suspicion in his vocalizer. He placed his fists on his hip plates and gazed up at the volcano behind the other Aerialbots. "I don't know about you, but my alert sensors are buzzing about this."

Silverbolt trusted Skydive's assessment, although he had no inner sense of alert over a large flock of birds, or whatever it was, observed on radar to the east of the base. After all, it was not the first odd thing the Autobots had ever picked up in their aerial space.

"Okay," Silverbolt conceded. "Skydive, you and Fireflight keep up aerial surveillance, just in case you're right. If there's something out there in the sky or on the ground, we'll be sure to find it…or put else the concern to rest."

Skydive nodded solemnly in acknowledgement. Glad to be directed back to the skies, Fireflight simply turned and leapt high into the air over the edge of the mountainside, kicking in his engines to catch his weight perfectly as he transformed midair. The hot exhaust from his thrusters pushing him skyward gusted over the other two Aerialbots. Skydive reflexively raised his arm to cover his faceplate, and a moment later followed Fireflight skyward, although careful not to vent the Aerialbot leader with his engine exhaust.

Silverbolt shook his head.


	3. Chapter 3 - A Pest Problem

Ratchet turned his head lazily to face Jazz, who was seated about ten feet away from him with a group of minibots. The black and white caretaker of the Ark had his feet up on the table and both arms spread across the back of the couch.

"Shouldn't we be storing some of this energon?" the chief medical officer inquired, as he leaned over in his seat to dip his cup in the pan of energon on the floor. His motors tiring from the overcharge, he relaxed his frame.

Before Jazz could answer, Brawn interjected with a hearty laugh. "Only if there's anything left!"

The comment elicited a chorus of laughter from the other minibots nearby.

"I'll drink to that," Bumblebee smiled merrily, eyes glowing brightly. He raised his cup and clinked it with the cups of Gears and Warpath.

"ZOWEE!" Warpath replied, his battle mask vents glowing bright blue, whether or not he was speaking. "You can BLAM say that again!"

"Oh, spare me the sound effects," Gears complained, holding his head with one hand and his drink in the other. "They're starting to give me an overcharge headache."

"Oh, Gears…" Bumblebee whined in protest.

The lounge lights flickered. For a brief moment it seemed they would fade out, but the power ramped back up and all was normal. Ratchet exchanged a concerned look with Jazz.

The saboteur grinned playfully. "Maybe a little too much power for the ol' ship, eh Ratchet?" Jazz could not help but notice the gunner's wide optics from a distance. "Oh, c'mon, Bluestreak. It's nothing. Just a power surge. These things happen."

Ratchet turned and observed Bluestreak. The silver Autobot never did like the energon buzz. After a moment, Ratchet slowly nodded his agreement with Jazz's conclusion, and Bluestreak began to relax.

"See?" Jazz chuckled and shook his head. "Plenty of power."

Ratchet did have a good point, though, about storing the excesses for later. Too bad it would mean that he had to exercise his overheating hydraulics in order to get a little bit of work done.

"Exc-uuuse me," Powerglide said with inflection as Jazz lowered his feet for the minibot to get by.

Jazz recognized Powerglide's maneuver to leave before being asked to go to work storing the energon. Being so laid back after a few cups of energon, Jazz did not want to involve anyone that might be hard to work with, so he turned to Bumblebee to be his first volunteer.

"What do you say you help me get some storage containers for all this energon, Bumblebee?" Jazz asked as cool as possible so as not lay any heavies on the minibot.

"I'll help the little guy do it," Brawn volunteered himself with bravado, "as soon as I'm done this energon."

Across the room, Huffer leaned back in his chair at the sound of Brawn's loud voice. Brawn picked up his half-filled cup and downed it quickly, followed by the second full cup, double-fist style.

"Okay," Jazz stood up, and placed a hand behind his head. "That lets me off the hook."

Ratchet sat up straight, surprised to hear Jazz not taking more of a role in supervising the handling and storage of the energy. He might be a little buzzed on energon, but was not going to sit by idly while the job was not properly managed. Jazz was usually very good at managing others, but liked to do things with his own style, a style that did not always mesh with Ratchet's expectations.

"No it doesn't," Ratchet firmly corrected Jazz. "You can start by taking these pans and emptying them down below, where those two are going to take some storage containers. And when you're done emptying them, bring them and some bigger ones back and I'll turn this thing back on and we'll really get going."

Jazz raised his hands defensively, mocking concern. "Sure thing, boss Ratchet."

"Boss?!" The chief medical officer looked cross for a moment, but then his expression gave way to lighthearted mirth. "Go on, get out of here."

Jazz chuckled as he turned back to face Bumblebee. "You know, on second thought, let's go check the generator down below, just to make Bluestreak happy. C'mon, Bee."

Bumblebee sprung out of his seat. Brawn was slower, but not less enthusiastic. There was work to be done.

The three Autobots ventured down to the deck below. The generator was located in a large room of its own due to its great size. It was one of the first pieces of equipment set up when they stabilized their base in the mountainside after coming out of stasis lock. The Autobots packed many generators for their journey, expecting them to be set up and extract resources for the contingent left back on Cybertron. But a substantial number of them broke loose in the crash and were heavily damaged. The one the Autobots used to convert the volcano's geothermal energy into a reliable power source was one of the few that miraculously survived the crash without sustaining much damage.

Arriving at the generator room, the trio stopped and listened. The low drone of the generator running at capacity inside was muted through the double doors. Jazz looked between the others, observing their expressions as he adjusted the sensitivity of his auditory sensors. Finally, he shrugged and opened the two large doors.

Even though the machine was well isolated to prevent vibration transfer through the floor, the air waves carried the low, resonating sound toward the three Autobots standing at the doorway. Bumblebee covered his auditory receptors and decided to wait out in the hallway with the energon pans. Brawn took a few steps inside and looked around the room.

Nothing appeared out of the ordinary. The thick conduits above the compressor module contained the fresh energon distributed to the ship's systems, to Teletraan I and up to the dispenser in the lounge. Down below the generator, far beneath the floor that they stood upon, was the other half of the energy extraction equipment.

The physics behind the generating equipment was beyond any of their understanding. If it were not for Wheeljack and some of the other more technically inclined Autobots they would have powered down for the last time long ago, unable to provide themselves with the energy that powered their circuits.

Jazz checked the protection and alarms on the control panel. An amber light blinked its silent alarm status, indicating a fault on the main pump in the compressor unit. Jazz checked the dormant pump behind him. The secondary pump was on, taking up some of the load, so he tried resetting the breaker. After a brief moment, wherein the machinery ran a diagnostic, the big pump cycled back up and the compressor system was back up to full capacity again.

"Got it fixed?" Brawn asked loudly over the drone of heavy machinery as Jazz came back toward him.

"Yeah, no problem. Like I said: everything's A-OK."

"So, what was it?" the minibot inquired as they joined Bumblebee back in the hallway. The doors closed behind them and the sound level dropped back down to a normal level.

"Some kind of problem with one of the pumps. I just reset it," Jazz shrugged.

"Well then, let's get to work getting that energon stored," Brawn stated as he rubbed his palms together.

"Okay," Bumblebee chimed, full of energon as he picked up one of the pans and handed it to Brawn.

With the other pan handed up to Jazz, the three made their way to one of the Ark's storage vaults to pick up as many energon storage containers as they could carry. Energon cubes were useful for short term storage, but with the quantity of energon they were producing, they would need to use containers that would keep the energon fresh for longer. There were plenty of containers on the Ark since the purpose of their flight from Cybertron was to gather as much energon as possible and return home with the resources they needed to turn the tide and win the war. But thanks to the fact that the Earth was populated, it was not a simple matter for the Autobots to gather energy _en masse_ as they had hoped. Add to that the fact that Megatron had to be stopped from destroying the Earth's resources and harming humanity, there were plenty of empty energy storage containers available in the vault.

Brawn slung one of the large, silver cylinders effortlessly over one shoulder. "Hand me another, Jazz." Jazz handed the tough minibot a second cylinder, which he heaved over the other shoulder with as little effort as he did the first. Brawn grinned at the other two Autobots. "I'll see you two over at transfer room."

The transfer room was the only place where they could safely transfer the energon to the storage containers. The room was designed to be explosion-proof and it contained all of the equipment to cleanly transfer energon and contain it at the necessary density for economy of space.

Jazz picked up a cylinder and pivoted to face Bumblebee, then paused as he changed his mind. The cylinders were awfully big for the little yellow minibot, he realized. Jazz set the cylinder down on its end beside him and gently leaned on it as he spoke to Bumblebee.

"Hey Bumblebee, why don't you go see if you can find some bigger pans to bring back to Ratchet. You know, somethin' clean."

Bumblebee shrugged his shoulders. "Whatever you say, Jazz."

As Bumblebee left the vault, Jazz picked up the two energon pans, carefully balancing them on one forearm then slowly lifted the cylinder under his other arm until he had all three items under control. Being the largest of the three Autobots, he could handle carrying more than the other two could. All he had to do was make it to the transfer room without experiencing a small tremor. He knew his chances were good that he would make it, since the periodic shaking seemed to be diminishing in the last hour. But just to make the trip a little more interesting, Jazz turned on his stereo to provide some tunes for his trek over to the transfer room.

Bumblebee headed down the vacant hallway, past the locked rooms on either side of him. He heard Jazz's music echo down the hallway in the opposite direction as Jazz headed over to the transfer room. Thankfully, Jazz did not have his music turned up too loud. Whatever was in the rooms must not have been needed very often for Prime to keep them locked, he pondered. Still, he was curious about the nature of the rooms' contents.

Since the lower levels of the ship were not occupied, but instead used for storage, they were dimly lit to conserve power. There was something written above a couple of the doorways, but Bumblebee had trouble making out the script.

"Now where would they put a light switch around here?" he wondered out loud, his head still buzzing with energon.

Bumblebee felt along the wall as he walked further along the hallway and around a corner.

"There's not even a control panel around here," he complained to himself.

As he continued to look for a light switch, his optics gradually adjusted to the soft lights, and the script became more readable. With brightly glowing blue optics fixed on the plaque above one door he read the description.

"Miscellaneous tooling. Nope. That's not what I'm looking for."

The gentle lighting above appeared to become brighter as the minibot's optics continued to adjust in the dim hallway. He checked the plaque across the hall, but the room only turned out to be full of recycled oil and filters, so he slowly continued down the hall, temporarily distracted by trying to learn what was in all of the rooms on either side of him.

"Consoles, manifolds, and housings," he read aloud to himself. "Nope. That's definitely not it."

The energon buzz briefly interrupted the functioning of his cerebral circuits, and Bumblebee stopped, having forgotten what it was he was looking for. "Oh slag, what was it I was looking for again?"

He was answered by a raspy metallic noise further down the hallway. Surprised to hear anything in that part of the ship, he quickly turned in the direction of the noise. Everyone was supposed to be upstairs, that is, unless Ratchet had come down to help them find the containers himself.

"Ratchet? Is that you?" Bumblebee called into the shadows. The door-lined hallway disappeared into darkness. He strained his optic servos, waiting for a reply. None came, so he took a few steps further down the hall, expecting to see the larger Autobot emerge out of the shadows any moment.

Bumblebee chuckled. "C'mon Ratch', you can cut it out. I know you're there."

An eerie silence followed his words as they echoed into the darkness down the hallway. Just as he began to wonder what he ought to do, there was another metallic noise from down the hall, followed by another, and then another. He tilted his head as he listened to it.

"What on Earth is that?" Bumblebee spoke softly to himself, realizing it was obviously not Ratchet.

It sounded like something was cleaving the metal on the ceiling. Or more like it sounded like something heavy that was on the ceiling. The sound of deforming metal increased in frequency and volume, until Bumblebee finally realized that there was something hurriedly approaching him along the ceiling.

"Uh-oh," the minibot uttered as several large shadows sprung toward him. As he disappeared underneath a multitude of dark shapes, a metallic cry rose up and was carried back up the hallway where it mingled and faded with Jazz's music.

Brawn held the third cylinder upright against the base of the filling rack and locked the clamps in place. Jazz's rock and roll music jarred his auditory sensors as the other Autobot connected the filling assembly to the storage cylinder and emptied the pans into the transparent sump tank. As he stood back and watched Jazz, the sound resonated uncomfortably with a natural harmonic of his cerebral chips.

"Jazz, do you mind turning that thing off?" Brawn asked, squinting. "I don't know how much longer I can take it."

Jazz poured the last of the energon into the sump then turned his stereo off. "Sorry, Brawn," Jazz apologized. "I forgot you don't like my easy listening music."

"What I don't like is it shaking my cerebral chips loose like that misfit machine, Rumble," Brawn answered bluntly. "Ah…that's more like it."

Jazz gazed over at the sight glass on the side of the sump. It was only an eighth full.

"We're gonna be here a looong time," he reflected to Brawn.

"Yeah, too bad we can't just run some hoses down here," Brawn replied with hands upturned. "We're gonna need a bunch of bigger pans..."

"…and a whole lot of help," Jazz finished the thought.

Brawn rested his knuckles on his hip plates and pushed out his chest plate. "Well, I'm all juiced up and ready to go," the minibot stated, a wide overcharge grin on his faceplate.

Jazz chuckled at Brawn's pun. True enough, they had enough energon in them to last well through the job, even if it took them into the evening just to keep up with the new energon being pumped. If they paced themselves they may not even feel the aftereffects once the buzz wore off.

Brawn turned and looked through the doorway of the room, leaning to see further down the hallway.

"Where's Bumblebee?" he wondered. "It isn't that hard to find bigger pans around here." The olive green and orange minibot laughed at the thought of the weaker Bumblebee struggling to handle a set of large pans. "I bet I'll have to carry them for him."

With that, Brawn strode out of the room with Jazz behind him. The two Autobots returned to check the room where the pans were located, but Bumblebee was nowhere to be found, so they ventured back to the vault. The door was still open, but the large repository was vacant. Jazz scratched his head.

"Where'd he go?" the black and white Autobot wondered out loud.

A faint metallic scratching echoed down the corridor outside the room. Both Autobots spun around, surprised by the unusual sound. Brawn looked out in the hallway, but saw nothing in the shadowy distance.

"Bumblebee….?" the minibot asked, unsure how Bumblebee would be making such a strange sound.

"Let's go check it out," Jazz told Brawn. "He must be having some trouble."

As they approached the corner in the hallway, the sound resolved from scratching into the clear and awful sound of metal being bent and ripped. Both Autobots looked at each other knowingly. They hurried around the corner and were dumbstruck by what they found.

Their mouths hung open in disbelief.

"Insecticons!" Jazz finally cried, prying his optics off the torn chassis of Bumblebee.

Bumblebee lay unconscious on his back underneath five Insecticons. His faceplate missing, all his facial mechanisms were visible. Bumblebee's chest plate and neck were cleaved open and the ends of his severed fuel lines rhythmically gushed energon. The five Insecticons, glowing pink energon coating their quivering mandibles, were busy feeding off the minibot's fuel lines when Jazz and Brawn surprised them.

"That's my friend, you rotten pests!" Brawn called angrily out toward the unfazed Insecticon clones.

He ran forward several steps, ready to grab the nearest Decepticon and toss it into the others, but stopped abruptly when he kicked something in the shadows. The dull grey object slid across the floor and rebounded against the wall before finally coming to rest next to Bumblebee. It was his faceplate. Brawn winced at the grisly sight.

One of the Decepticon grasshoppers placed a protective appendage across the waist of its prey and continued to chew on a burst fuel line. The beetle Insecticons hissed a grating, echoing noise, warning the Autobots to stay away.

"I said-" Brawn scolded them as he boldly approached, grabbing the large chromed mandibles of a stag beetle clone. He twisted the jaws until the Insecticon flipped over into a boll weevil clone, knocking it into the wall, before the momentum flipped it over again, back onto its right side. Brawn rushed forward and grabbed the stag beetle again by its large jaws. He thrust forward, pushing the chromed mandibles of the stag beetle into the air until the underside of the Insecticon was exposed. "Bug off!" A swift kick to the prone underbody sent it hurtling into the shadows, where it landed with a loud crash.

Two grasshoppers leapt on top of Brawn, searching for an easy joint to cleave open. Energon dripped from their open mandibles onto him as he struggled to hold both of them off him. But two quick bursts from Jazz's photon rifle dispatched them and the minibot was free again. Brawn made quick work of the last Insecticon, another stag beetle. He swung it by the mandibles, letting go so that it flew into the other recovering Insecticons. With a momentary reprieve, Jazz rushed forward to provide cover fire for Brawn as Brawn bent down and picked up Bumblebee's partially eaten chassis and faceplate. He carefully placed Bumblebee over his shoulder and ran as fast as he could toward the elevator.

"Jazz!" he called heartily to the other Autobot. "Time to go!"

"Coming!" Jazz replied as he let off another shot to keep the Insecticons at bay.

The clones inched forward, looking to reclaim their stolen meal, but were met by Jazz's photon blasts. As he backed away from the Decepticons, Jazz let off a final rapid succession of shots at the five Insecticons. Landing several shots to the head of one of the grasshoppers, it stopped and collapsed where it stood. A steady stream of energon poured out from its ruptured throat line deep inside its broken head casing.

Smelling the fresh fuel so close by, the other Insecticons lost interest in the Autobots and turned on the fallen grasshopper clone. Seeing the Decepticons distracted, Jazz turned and bolted for the elevator after Brawn.

Inside the elevator, Jazz hit the close door button and the heavy door slid shut, comfortably sealing them inside. He hurriedly pressed the button for the lounge floor, where Ratchet and the others were. As the elevator lifted, Brawn looked over his shoulder at the still yellow and black minibot.

"Is he…dead?" Brawn asked hesitantly, fearing the worst.

"I don't know," Jazz replied flatly as he gazed at Bumblebee's loose body resting over Brawn's shoulder. "Let's just get him to Ratchet. He's the only one that can do something."

The elevator door slid open. The hallway on the lounge level was quiet. Jazz poked his head out and checked in both directions, his trigger finger ready on his photon rifle. Brawn tightened his grip on Bumblebee's faceplate, aware that if they encountered any trouble he was seriously inhibited from fighting.

"All clear," Jazz announced, and stepped out into the hallway. "I'll scout ahead to make sure it's safe. Follow me."

The tip of Jazz's silver photon rifle flicked quickly around the corner, followed by the tensed Autobot an instant later. The coast clear, he silently motioned forward to Brawn. Jazz jogged as quietly as possible up the hallway, his auditory sensors turned up to detect the slightest noise out of the ordinary. The carefree voices in the lounge echoing softly toward him told him that there were no Insecticons blocking their passage.

"C'mon Brawn!" Jazz called. "Shake a leg!"

The smaller Autobot's feet resounded heavily against the metallic floor as he hurried toward Jazz and the lounge. "This is fast as I can go carrying two tons of Bumblebee."

The sudden sight of Jazz and Brawn bursting through the doorway into the lounge caught everyone by surprise. As Jazz stopped to lock the door behind them, Brawn hurried over to Ratchet and laid Bumblebee's chassis and faceplate on the floor. Curiosity faded into mute shock as the Autobots gathered around their fallen friend. Some had to look away.

"What on Cybertron happened?" Ratchet cried as he knelt down beside the broken minibot. His training took over as he began to assess the severity of Bumblebee's injuries.

"Insecticons!" Jazz and Brawn announced in unison.

"The Insecticons did it," repeated Brawn, angrily. "We found them over by the storage lockers."

"What?! How would Insecticons get in here without us knowing?" Cliffjumper asked incredulously.

A murmur rose up as the others pulled out their weapons. Teletraan I should have detected the intruders. Since no alarm had sounded, fear and confusion began to spread throughout the lounge. Decepticons were not supposed to be able to penetrate their way into the Ark without any warning.

Ratchet quickly removed the fragments of fuel line lagging from Bumblebee's interior so that he could get a good look at the injuries. It was difficult to see how far the damage extended with all of the energon coating the minibot's internal components.

"Get me a rag!" the chief medical officer ordered sternly, and someone handed him one a moment later.

Ratchet began to wipe down the mechanisms, then set the rag aside when he realized that it would be more effective to remove several damaged modules to get at Bumblebee's core conduits more easily. It was obvious that the lines to Bumblebee's head were damaged beyond simple repair, but the medic needed to know the extent of any disruption to Bumblebee's laser core system. He moved quickly, manually shutting off the valves to Bumblebee's non-vital systems to conserve energy and removed the modules in his way.

Several Autobots stood dumbfounded around the chief medical officer. Bumblebee was the last Autobot that deserved to suffer such a fate, and a grisly example of what could happen to any one of them. Jazz seized the moment to get the others' attention.

"Hey, everyone!" he called loudly. Everyone but Ratchet turned their optics in his direction. "Autobots, we have got a big problem on our hands here. We'll have to move fast to stop these Insecticons."

"I'm gonna bust up some Decepticons and make them wish they never heard of the Ark," Cliffjumper stated angrily with clenched fists raised.

"Yeah," Ironhide enthusiastically joined in. "We'll show them not to mess with us."

"Hold it guys," Jazz responded quickly. "I said 'fast,' but we can't just go chargin' in there blindly."

"No?" Ironhide tensed as he challenged Jazz through narrowed optics. "Just watch me."

Cliffjumper nodded his agreement.

Jazz put his hands on his hip plates and tilted his head to one side. "I counted five Insecticons down below."

"And how many of us do you see, Jazz?" Cliffjumper retorted emphatically.

Brawn interjected, knowing Jazz's conclusion. "What he means is the Insecticon clones have gotten into the Ark somehow."

"And I don't think we met up with the real McCoys," Jazz finished.

"That still makes eight of them against…fifteen of us?" The red minibot pushed his point.

"But there could be hundreds of those things," Huffer protested as he stepped forward to add his input.

Ratchet shook his head as he listened to the conversation between the others. He needed to get Bumblebee to medical bay, and he was going to need help doing it. Discarding the burst hose ends and removing the intake manifold for Bumblebee's power converter, he observed the array of tiny valves hissing dryly as they sucked in air with each timed opening. _His systems are starving!_

"I need a volunteer, fast!" Ratchet interrupted the others.

Bumblebee was still functioning, but his chances for recovery would depend on how quickly he received a new supply of energy. Sustaining his power core was vital now, but micro valves could not be supplied from an energon dispenser tap.

Ratchet's request was met by obstinate silence as the others struggled to comprehend what he was asking for. The chief medical officer furrowed his optic ridges, growing frustrated at the lack of response.

"I need someone to give Bumblebee an energon transfusion," Ratchet explained crossly. "Now someone better step forward or, so help you, I'll choose one of you myself!"

"I'll do it," Gears announced with sullen resignation. He sat down on the floor next to Bumblebee and shrugged. "It's not like I'm going to be of much help, anyway."

Cliffjumper rolled his optics and looked away. "Pathetic…" he cursed quietly.

Ratchet moved over to the other side of Gears and pushed against his chest plate to get him to lay down.

Gears turned his head towards Ratchet. "Just do me one favor," he requested as the chief medical officer began to disassemble his torso down to his power assembly.

"What's that?" Ratchet inquired as he hastily worked.

"If we're losing, don't bring me back online."

The large red and white medic stopped and looked at him with surprise. "I'm not taking you offline," Ratchet explained, then finished with a half-smile. "You'll be awake through the whole thing."

Gears moaned. He felt the power to his legs leave as Ratchet disconnected a multi-head power conduit and fed it into Bumblebee's torso.

As Ratchet continued to set up a transfusion interface between Bumblebee and Gears, the other Autobots formulated a tactical response.

"We need action now," Ironhide demanded of Jazz, pounding his fist into his palm. "Either you have a plan, or I'm takin' matters into my own hands."

"Cool it, Ironhide," Brawn interjected. "Prime left Jazz in charge, and I'm sure he has a plan. Right Jazz?"

Everything was happening so quickly that Jazz had no time to devise a failsafe response, and the excess energon in his systems was not helping matters. He needed to get to Teletraan I, but first he had to direct the others with him in the lounge.

"Okay, guys," Jazz waved his arms in the air to get everyone's attention. "Here's what we're gonna do. We're gonna split up into two teams and search the Ark to find out where the Insecticons are coming in and try to stop them. Focus on C-deck first. The lounge will be our rallying point."

"But I need help getting Bumblebee and Gears to medical bay," Ratchet protested.

Jazz corrected himself. "Okay, three teams. Brawn, Huffer."

The two minibots stepped forward at Jazz's request.

"Help Ratchet take those two to medical bay, then stand guard there," Jazz instructed them.

"But what if the Insecticons find us?" Huffer worried.

"Don't worry, Huffer," Brawn responded gruffly, nudging the orange and grey minibot with his elbow. "I can handle a few big bugs for you."

Huffer looked to Ratchet for some consolation that they would be safe in medical bay.

"I can lock the door, but I can't do much else," Ratchet explained as he finished the energon transfusion.

Huffer crossed his arms and laughed at the futility of the situation. "We're doomed."

"Maybe you'd like us to all give up right now," Cliffjumper reacted, then turned his back on Huffer. "Well, I'm gonna fight as long as I'm functioning."

Several other Autobots voiced their agreement with Cliffjumper.

Cliffjumper eagerly looked up at Jazz, his optics still glowing brightly blue from all the energon. "Jazz, who's on my team?"

Jazz looked about the lounge. Huffer transformed and Brawn and Ratchet carefully lifted Gears and Bumblebee onto the back of the small orange tractor trailer rig. Jazz summed up the available Autobots, including a few that were elsewhere in the Ark. This was a job for everyone.

"Cliffjumper," Jazz addressed the minibot with an air of authority. "You and Bluestreak find Trailbreaker. The three of you are team one."

"Right away," the minibot acknowledged Jazz. Cliffjumper opened the locked door and hurriedly left the lounge with his pistol in hand. Bluestreak picked up his beam rifle, which was leaning up against the arm of the couch, and followed him.

"Warpath, Windcharger," Jazz announced the names of the two minibots. "You are with me on team two. I need you two to find Hound, then regroup back here. I'm gonna check what's up with Teletraan then meet you back here."

"You WHAM said it," Warpath confirmed the order, and the other two minibots left the lounge to find their other team member.

"What about me?" Ironhide inquired with concern in his vocalizer. "Where's my piece of the action?"

"Sorry, Ironhide," Jazz apologized. "But I need someone to guard our rally point."

The old veteran grumbled his displeasure. "But I can fight."

Jazz laughed and shook his head. "I don't doubt it, man."

"Then let me go with Cliffjumper, or even to medical bay," Ironhide suggested, hoping to persuade Jazz. "I don't want to sit here on my tailpipe while everyone else gets to bust up these Deceptibugs."

"Ironhide," Jazz addressed the older Autobot with a sigh. "You're the best 'bot for the job. It'll be you, Beachcomber and Powerglide, when you find him."

Across the room, Beachcomber leaned sideways, resting his head in his hand upon hearing Jazz's news. While he was glad not to be assigned a fighting role, he also hoped that the three of them were not attacked. The thought of potentially having to deal out violence or suffer it done to him visibly disturbed him.

Ironhide observed the easy going geologist and crossed his arms. "Alright," he reluctantly agreed with a tense jaw mechanism, then looked back at Jazz. "But I don't like it."

Ratchet followed Huffer through the doorway, then stopped and looked back at the two conversing Autobots. "Don't let Ironhide give you any trouble," the chief medical officer offered in support of Jazz. "He's just been cooped up in here too long." He smiled at Jazz and Ironhide, then disappeared behind the door as it shut.

With his photon rifle ready, Jazz left through the other door, headed for Teletraan I. Alone in the lounge with Beachcomber, Ironhide thought for a moment about radioing Powerglide about being needed to guard the lounge. But, he grinned to himself, if he left to look for the minibot himself, he might chance seeing some action if he was lucky. So with that, the security chief left Beachcomber by himself. Beachcomber looked as if he would protest for a moment, but refrained from saying anything as Ironhide left.

Using the cover of shadowy sections of hallway and protection behind corners, Jazz stealthily crept through the Ark toward Teletraan I. Bluestreak might have been right to be worried about what lurked in the shadows, after all. Sneaking around inside the ship reminded him of the tension of special operations back on Cybertron, when the game was all about survival. Being cool was essential for overcoming fear and concern for oneself during a mission, and it allowed him to focus expertly on the objective. This was no different.

He cautiously checked the perimeter of the control room before entering. The main screen blinked on as if Teletraan I knew that Jazz was coming to check it. The room appeared clear, so the saboteur entered and approached the large main computer.

"Teletraan I," Jazz summoned the computer as he pressed buttons on the console. "Why was there no alarm when the Insecticons got in?"

"There are no Insecticons inside Autobot Headquarters," Teletraan I replied in monotone.

"What?" Jazz asked aloud in surprise. "What about outside the base?"

"There are no Insecticons detected outside the base."

Jazz was puzzled. Something must be wrong with Teletraan I because there were definitely Insecticons inside the base.

"Teletraan, get me Silverbolt," he stated firmly.

A grainy image of the Aerialbot leader appeared on the large screen in front of Jazz, lighting up the room. Jazz adjusted the output to improve the connection with Silverbolt to no avail.

"Silverbolt, what's happening out there?" Jazz asked urgently.

"What do you mean?" the Aerialbot replied, confused by the question. He double checked around him before continuing. "Nothing, I think. Why? What – is it the volcano?"

Jazz had not stopped to think that there could be a connection between the recent seismic activity and the arrival of the Insecticons, but there was no time to think about it just then.

"We've got Insecticons crawling around in here. They already took down Bumblebee. Are you under attack out there? We didn't get an alarm and we don't know how they're getting in," Jazz answered quickly.

Silverbolt was stunned by the news. "Insecticons…?" There was no sign of any Decepticon activity outside the base. That is, he slowly realized, unless those radar anomalies were not migrating birds at all. Suddenly, it made sense. The reason why Fireflight and Skydive could not find anything was because the Insecticons must have gone underground, right beneath their feet into the base. "No, it's been quiet out here, but I think -"

"No time right now," Jazz interrupted. "Just find out where -"

Interference interrupted the communication and the screen turned to white noise as circuitry crackled inside the paneling near the right side of Teletraan's console. Something was crunching through conduit and electrical components inside the main computer. He aimed his rifle at the spot, unable to see what was behind the surface. Teletraan I's screen flickered and shorted out, leaving him in the dimly lit room.

Whatever was behind that paneling was the cause of the signal interference. Jazz knew what it had to be, he just did not know how many. He adjusted his grip on his photon rifle and prepared to shoot the panel open and find out. As he aimed carefully at where he gauged to be the center of the noise, he regretted having to shoot at Teletraan I. But if he did not shoot it, the rest of the computer would become lunch.

Three quick, precise blasts opened up a section of the orange-gold housing. Something inside the machine moved in the flashes of light from the ruined circuitry, but then stopped when it saw the one who interrupted its meal. In an instant, the housing peeled away from the blast hole as a boll weevil Insecticon burst forth, the end of its chromed mandible coated with energon and pieces of broken computer chips.

Jazz instinctively backed away as the Decepticon emerged out of Teletraan I. The sight of it was surreal. How could Insecticons get in so thoroughly without any warning? This one must have chewed through the Teletraan's communication cables.

The Insecticon did not attack immediately, but instead stopped and lifted its long chromed snout, sensing Jazz. Jazz took the opportunity to aim his weapon for another shot, but it sensed the danger and leapt at him. He squeezed off a single shot, but it missed entirely, leaving a smoking black scar on the floor. Jazz struggled to remain standing as the Insecticon grabbed his limbs, tightening its grip and forcing his joints to flex. Several tense seconds passed before the Insecticon reared itself up in frustration and aimed its mandible at Jazz's chest plate.

Realizing that the big Decepticon bug was interested in going for his power, Jazz shifted his weight, forcing them to be overbalanced to one side. The maneuver worked perfectly, and the two crashed to the floor with the Insecticon pinned underneath Jazz, however his photon rifle slipped from his hand and clattered on the metallic floor.

Prone now, the Insecticon let go of Jazz long enough for Jazz to free himself and twist away from its grasp. As he turned away, he swiped his hand along the floor, collecting his photon rifle. Before the boll weevil could right itself, Jazz focused his aim on the underbody and fired rapidly. The Insecticon twitched under the first few shots as they penetrated its underbody. After another half dozen blasts, its appendages went slack, the mechanical components damaged so that it could no longer move.

The danger passed, Jazz held his fire and stood up tall. He coolly approached the Insecticon, which he knew to be a clone since it did not transform without a command from Bombshell. The clone's mandible clicked at him as he trained his weapon between its optics.

"Lights out," Jazz told it, and he squeezed the trigger.


	4. Chapter 4 - The Plan

After several unsuccessful attempts to re-establish contact with Jazz, Silverbolt gave up and closed the static-filled communication channel. He needed to get down to the control room to find Jazz himself since Jazz may need help. But, as he formulated his plan, he caught a glimpse of Slingshot dashing toward the entrance to the base out of the corner of his optics, and the Aerialbot leader turned in surprise to see what the matter was.

Slingshot stopped short of the entrance to regard the large, closed blast doors. In a moment of disbelief, he walked up and put his hand on the metallic surface. A few seconds later, Silverbolt emerged around the rock outcropping and tensed when he saw the base closed off.

"What's going on? Why did they close the doors?" Slingshot asked Silverbolt, confused, as the Aerialbot leader ran toward him.

Seeing action, Air Raid quickly followed the other two and landed next to Silverbolt in time to hear Slingshot's question.

"I don't know," Silverbolt began, shaking his head. "Jazz said they were being attacked by Insecticons, and then the signal went dead."

"Then we have to get in there!" Slingshot concluded and stood back, quickly pulling his neutron rifle from its subspace pocket and taking aim at the doors. He cursed as several blasts deflected harmlessly off the blast doors, one barely missing Air Raid as he ducked out of its path. "Serves them right for holing up inside this wreck!" He feigned a frustrated kick before hammering his fist against the large blast doors. The rap sounded insignificant through the thick metal.

"You just need to pick the lock, Slingshot," Air Raid explained as he produced his own weapon and sighted up, aiming for the control panel at the side.

"No! Wait!" Silverbolt called out fervently.

Air Raid lowered his weapon and both Aerialbots looked at their team leader as if he was crazy.

"You mean you don't want us to break in and help the others?" Slingshot retorted.

"No," Silverbolt replied, and then blinked at the double meaning of his answer. "'No' is not what I mean. If you destroy the controls we'll never get in."

Slingshot was incredulous. "Who cares about the controls if it's locked?! We just need to get the door open!"

"Slingshot, we have to try," Silverbolt instructed his contemptuous charge. "Air Raid, see if you can find a way to get the door unlocked…without ruining the controls."

"Right away," Air Raid acknowledged and ran over to the control panel.

Slingshot crossed his arms and looked away. This was wasting time.

Air Raid furrowed his optic ridges as he made attempt after attempt to open the blast doors. Seeing that Air Raid was not having any success with the lock, Silverbolt approached to help. After many painfully long minutes, Air Raid finally turned to Silverbolt with desperation in his vocalizer. "It's no use. It must be locked from the inside."

Slingshot's patience was thinning. "How on Cybertron _did_ Insecticons get past us?" Slingshot asked in frustration.

"They went underneath us," Silverbolt answered plainly. He radioed the other two Aerialbots out on air patrol and explained the situation to them, requesting their return to the base.

"Okay, so tell me why don't we form Superion and break the door down then?" Slingshot shot at Silverbolt.

Silverbolt was accustomed to Slingshot's challenges, but he was starting to push the limits of Silverbolt's patience with him. He paused to reflect on Jazz's request and considered their options. As he did, Skydive came in quickly from patrol and transformed into robot mode behind the three Aerialbots, followed closely by Fireflight.

"Because," Silverbolt reminded them, "you'll leave the base defenseless until the door gets fixed."

"That should be the least of our worries!" Air Raid sniped, not believing his own auditory receptors.

"What exactly happened, and what are we doing?" Skydive inquired as he approached the other three Aerialbots.

The others turned to face him.

"Well, let's see," Slingshot began in a mocking tone. "Insecticons burrowed underneath us into the base and are attacking the others as we speak, but our fearless leader here doesn't think we should blast the controls or break the door down to get-"

"Slingshot! I didn't say that!" Silverbolt snapped then quickly collected himself. The other Aerialbots jumped at their leader's flash of anger. "Sorry, guys," he apologized to the others then sternly faced Slingshot. "You're not helping anything get done here."

Slingshot withheld the signal to his vocalizer. Seeing that Slingshot was still riled up, Silverbolt addressed the others.

"Jazz instructed me to find out how the Insecticons are getting in," he explained with firmness in his vocalizer tone. "The others are not defenseless, so I'm not in any rush to break down the door at this point. For all I know, they were closed on purpose."

Air Raid exchanged a look of acknowledgement with Skydive and Fireflight. Silverbolt's assessment made sense.

"Now, SkyDive, I want you to stay here at the entrance with me, and the rest of you go find where those Insecticons burrowed and make sure that no more get in."

A wide smile spread across Air Raid's faceplate as he quickly pulled his fist back toward him with excitement. "Finally, some action!"

Before he and Fireflight charged off for the skies, Skydive was quick to catch their attention. "That area where those radar anomalies disappeared…check it again. I bet that's where the Insecticons went."

"Right, good idea," Silverbolt agreed.

Fireflight nodded and both Aerialbots jumped into the sky, transformed, and roared off in jet mode. Slingshot remained, brooding. But he was not about to look foolish in front of Silverbolt. As he prepared to leave also, he tried a different approach.

"Yeah, well, let me know when you feel like knocking the door down," he began in a more pliant tone as he subspaced his neutron rifle. "Otherwise, I'll be out in the field with those two."

A gust of hot exhaust blasted toward Silverbolt and Skydive as Slingshot catapulted himself skyward, transformed, and shot up with a sudden thrust of his engine.

"Not very cooperative today, is he?" Skydive responded.

"Tell me about it," Silverbolt replied with exhaustion.

As the three Aerialbots flew across the landscape to find the Insecticons' entrance holes, Skydive tried his hand at working the blast door controls. Silverbolt attempted to call some of the other Autobots, but it became clear that all communication with the base was cut off.

Jazz hurried back to the lounge as fast as he could since it was not safe for any Autobot to be alone while Insecticons lurked inside the ship. The metallic sound of his bipedal stride gave him away before he emerged through the door to find team two and Ironhide's group of three gathered in the lounge. Having just learned more of the seriousness of their predicament, he urgently addressed those present.

"Guys, I got bad news!"

"Oh no, more bad news?" Beachcomber asked woefully, putting his head in his hands.

"What could be worse?" Windcharger called out.

"Aw, don't ask a question like that," Ironhide criticized, shaking his head, "'cause you'll always get it."

"Let him talk," Hound called from the back of the room.

Jazz's figure slumped before he spoke. As he looked about the lounge, he counted nearly half the Autobots were now elsewhere in the Ark. This spelled a new problem.

"An Insecticon got into Teletraan I and chewed up the communications hardware. Without a repeater here underground, all our communicators are dead."

Expressions of dismay were exchanged as the implications set in. At last there was a reason why Teletraan I did not issue an alarm with Insecticons inside the ship.

"Good thing you came looking for me, Ironhide," Powerglide stated to the red and grey Autobot nearby, as he held an injured arm. Sparks shot out of the rupture in his forearm as he flexed the fingers of his right hand. "This is not the kind of situation where I'd want to be left alone."

Ironhide grinned and tilted his head to one side. "Yeah, well you sure took care of that Insecticon," he mused as he recalled the smoking chassis of the stag beetle clone in the hallway when he met up with Powerglide. "But I'd have liked to help."

Windcharger called out over the others for more information. "Hey Jazz! Did you figure out how the Insecticons got in?"

The guardian of the Ark shook his head. "It's nice and quiet outside. I told Silverbolt to find out where they got in, but the signal broke up halfway through," Jazz answered with hands upturned. "I just hope he got the message."

"He didn't come down to the control room?" Hound inquired.

Ironhide grumbled in response. "Sounds strange to me."

"I can only guess he must have tried," Jazz figured. "There was no time for me to go up there and have a discussion. We're in the middle of somethin' here and we've just got to handle it."

As Jazz finished his sentence, the lights briefly flickered again. The Autobots looked up with worried expressions.

"You know, that's really starting to get annoying," Powerglide complained. "Why are they doing that?"

"'Cause the Insecticons must be going after the power." Jazz's expression relaxed as he revealed the reason for the Decepticon invasion. He appeared cool about the Insecticon problem as he stood his photon rifle on its end beneath the palm of one hand.

"Of course," Beachcomber agreed quietly.

A few of the others turned in surprise to hear his reflective realization behind them.

Beachcomber was silent for a moment before sitting up straight and looking about at everyone, waiting for Jazz's queue to continue. Jazz's lip components twisted to one side in a cunning smile, signaling for Beachcomber to explain.

"It's rrreal simple," the geologist explained to the others. "This volcano's positively radiating energy with its activity. The Insecticons must have smelled the energon we're producing and come looking for it."

"Like ants to sugar!" Hound interjected.

"Like what to what?" Warpath finally spoke up, wondering what Hound's statement had to do with the problem. Beside him, Windcharger shrugged in response.

Hound explained. "Ants are Earth insects that work together in groups, sort of like the Insecticons. When they smell sugar – or in this case, energon – they won't rest until they find it."

"That's why they attacked Bumblebee?" Windcharger asked with surprise. "Because they could smell the energon he'd been drinking?"

"Dumb bugs!" Ironhide cursed. "Look, when are we gonna stop yappin' and start fightin'? All this talk ain't doin' us any good!"

"I'm WHAM with Ironhide!" Warpath exclaimed with excitement in his vocalizer. The maroon tank minibot pushed out the tank gun barrel of his chest assembly and clenched his fists, ready for action. "YEAH, let's do this!"

Jazz picked up his gun and held it firmly. "Well guys," he began, "now that we know what the Insecticons are up to, we're going to have to change the plan."

It was up to Silverbolt and the other Aerialbots to find out how the Insecticons got in and stop any more from getting in. But it was up to Jazz and the others to deal with the Insecticons inside the base.

"Beachcomber," Jazz addressed the blue and grey minibot seated at the bench across the room. "Take Powerglide over to medical bay."

"But what about the Insecticons? I can't fight with a damaged arm," Powerglide stated with concern.

"Don't worry, Powerglide," Beachcomber responded. "Ratchet and the others just went that way, so it must be safe." He looked to Jazz, who signaled his agreement.

"Now, what I have in mind is for the rest of us stick together," Jazz continued, addressing the others. There was a gleam in his optics as he explained his new plan for dealing with Insecticons going after their power source. "We're going to find team two then shut down the generator."

Windcharger was stunned. "But that'll leave us in the dark!"

Jazz grinned. Things were just starting to get interesting.

"We'll have to use our headlights," Hound stated, to which Ironhide nodded.

"Easy for you to say," Windcharger responded gruffly, with quick support from Warpath.

"It won't matter 'cause we'll all be together," Ironhide responded confidently.

"Right," Jazz finished. "Now let's boogie on out of here."

Ironhide narrowed his optics and pulled his weapon out of subspace.

As Jazz lead Warpath, Windcharger, Hound and Ironhide out of the room, Beachcomber drew his weapon. With Powerglide's arm injured, Beachcomber led the way to medical bay.


	5. Chapter 5 - Trouble

The elevator descended smoothly toward the floor below. Positioned in front of the two larger Autobots, Cliffjumper exercised his finger eagerly over the trigger of his gun, anticipating the moment that the doors would open. Bluestreak stood behind him, trying to mask his concern with a stern expression of focus. Beside him, Trailbreaker calmly waited for the inevitable moment the shooting would begin and he would raise his force field to protect the three of them.

All three Autobots waited quietly. Bluestreak focused on the digital floor readout and sequentially closed the valves in his throat manifold down to his fuel tank as he readied himself for battle. He blinked slowly as he looked from one silver shoulder-mounted missile to the other. They were his back up.

Then, without any warning, the elevator lurched hard to a stop. Trailbreaker steadied himself against the side wall as Bluestreak instinctively struck out his hands to steady himself, accidentally pushing Cliffjumper forward.

"What happened?" Bluestreak quickly asked without an apology.

"It's jammed," Trailbreaker surmised in a tone that suggested it could only reasonably be a mechanical or electrical system failure.

Cliffjumper recovered himself. "No, wait!" he turned and exclaimed with a hint of panic in his vocalizer.

Trailbreaker tried to say something, but Cliffjumper silenced him. "Listen!"

A strange sound echoed below them in the elevator shaft.

"It sounds like tapping," Bluestreak stated, angling his head to better listen to the peculiar noise.

"But who-" Trailbreaker began, but again Cliffjumper interjected, cutting him off.

"You mean what!" the minibot fired back with optics growing wide as he stared between his own feet at the solid metal separating them from whatever was making that noise.

Caught off guard by the activity below them, they exchanged looks of dismay. Being stuck inside an elevator that was stopped between floors was not a good place to encounter Decepticons.

"Take us back up, Bluestreak," Cliffjumper ordered firmly. Their optics met briefly and Bluestreak caught a glimpse of fear in the usually brave minibot's optics.

Bluestreak quickly pressed the button to go back up to the lounge level, but the elevator did not respond. He hurriedly tried two more times, hearing the frequency of tapping below them increasing.

Cliffjumper pushed Bluestreak away from the control panel and tried himself.

"C'mon!" He cursed and banged the controls. "What's wrong with this thing?!"

The tapping noise grew louder, resolving into the clinking sound of many metallic appendages climbing the elevator shaft.

Bluestreak panicked. Without thinking, he shot at the elevator floor. There was a metallic scream from one of the invaders below, but he could not see anything through the small, precise hole in the floor plating. The pace of the ascent of Insecticons quickened.

"We've got to get out of here!" Cliffjumper cried and fired glass gas above them. The metallic ceiling took on a dull matte as the metal quickly went brittle.

Trailbreaker aimed his arm blaster at the center of the weaker section and blasted a section away that was large enough for them to fit through one at a time. "Cliffjumper, you first. I'll give you a hand."

The minibot put his foot in Trailbreaker's hand and scrambled up over the tall, black Autobot as he was lifted toward the hole in the top of the elevator. He disappeared through the rough hole and could be heard trying to gain a handhold on the sheer walls.

"Your turn, Bluestreak. C'mon!" The tone of Trailbreaker's vocalizer grew desperate as the sounds of the first pieces of metal sheared beneath them. There was no time to spare.

"Right!" Focused, Bluestreak put his rifle away and let Trailbreaker grab him around his upper legs and heave his upper half through the hole.

Half through the opening, Bluestreak placed his hands on either side and wasted no effort pushing himself through the rest of the way. Once standing on top of the elevator, he immediately turned around and peered back through the hole at Trailbreaker. The chrome tip of an Insecticon poked through the hole in the floor that his shot left behind and it worked aggressively to tear it open.

Bluestreak swiftly knelt down and extended his hand to Trailbreaker. "Here!"

Trailbreaker looked down at the mandible of the Insecticon prying its way through the flooring. Other Insecticons could be heard beneath the elevator. After a moment he simply looked back up at Bluestreak. The look in Trailbreaker's optic band said it all.

"I'm too heavy, Bluestreak. You won't be able to hold onto me." Trailbreaker was surprisingly accepting of the situation.

"No!" Bluestreak decided and desperately reached out for the other Autobot once more. "I won't let you go!"

But Trailbreaker did not reach back toward Bluestreak. He just stood there silently as the first boll weevil clone broke through the floor next to him. A moment later, two sets of opposing chromed jaws surprised him through two other points in the floor and clamped onto his legs. Trailbreaker winced as the Insecticons tore through the skin plating of his legs, but he kept his optic band trained on Bluestreak.

"Go!" Trailbreaker spoke deliberately. "Save yourself!"

Bluestreak's fuel pump surged as the combined weight of the Insecticons and Trailbreaker began to yield the breached floor structure. In slow motion, he watched the section of the floor plating underneath Trailbreaker tear away from the supporting beams. Trailbreaker's mouth dropped open in recognition of what was going to happen. The Insecticons did not seem to notice or care, for they continued to pull away at the Autobot as the floor peeled back under their combined weight. Trailbreaker and the Insecticon clones dropped out of sight into the darkness below. Trailbreaker did not utter even a sound before the terrible crash.

Bluestreak could not believe his optics. He stared into the dark void, dumbfounded. "He's gone." After a moment he turned his head and looked over at Cliffjumper, who was still feebly trying to climb the elevator shaft. "He's gone."

"Bluestreak!" the minibot scolded him. "You can't help him!"

The gunner looked confused, as if he could not understand what was going on around him. His optics went dull as he fell into a blank stare.

"Bluestreak!" Cliffjumper yelled at him.

Bluestreak shook his head and his focus came back. They had to save themselves. He stood up and backed away from the hole in the top of the elevator. The Insecticons would not be gone long and would return to pick them off one by one. Bluestreak looked around at the elevator shaft, then up at the closed doors.

He squinted. "I can jump that."

Cliffjumper's optics widened. "Great! Then toss me up there and I'll get the doors open! Now hurry up!

Cliffjumper let go of the wall where he clung and dropped into Bluestreak's waiting arms. Holding onto Cliffjumper, the larger Autobot crouched down, and then suddenly thrust the minibot up with a powerful push of his hydraulics. The elevator creaked and groaned on its emergency stops from the momentary increase in force. Cliffjumper slipped, but scrambled to hang onto the ledge and eventually pulled himself up. He took out a tool from a forearm compartment and quickly had the doors opened.

The red minibot stood on B-deck looking down at the gunner with an aura of welcoming light behind him. Bluestreak crouched, and then made the leap. A moment later he landed lightly outside of the elevator opening as Cliffjumper backed away to give him space.

They both paused to look back into the shaft, down through the escape hole and into the darkness where part of the elevator floor was missing. It was a disturbing sight. Out of sight, the Insections were heard to be recovering.

"Let's get these doors closed and block this up!" Bluestreak told Cliffjumper.

"I've got and even better idea," Cliffjumper explained and pulled his gun back out of subspace. He switched his weapon back over to its blaster setting and aimed at points near the hole in the top of the elevator, hoping to deform the surrounding metal and close the hole.

"Good idea!" Bluestreak sputtered, as relief flooded his fuel lines and for a moment he felt giddy. Closing off the hole would buy them some time so they could then block off the doors. It might even prevent the Insecticons from reaching B-deck through the elevator shaft.

There was only one problem. With each blast, the elevator rocked more on its supports. "No wait!" Bluestreak cried as Cliffjumper's last shot knocked the elevator loose and it began to pick up speed as it fell. The elevator hurtled downward and crashed noisily in the darkness. He slumped into a kneeling position, staring, but unable to see the wreckage. "…Trailbreaker."

Bluestreak turned his head and they stared at each other. The minibot shook his head solemnly. He had not meant for it to happen. After a moment, Cliffjumper turned away and looked for something to block the elevator doors with. Stunned, Bluestreak slowly got up and went to help Cliffjumper.

Jazz decided that it was a bad tactic to take the main elevator down to C-deck. All five of them could not fit in at once, and whoever arrived down below first was vulnerable until the others arrived on the next trip. So, he directed everyone over to the larger cargo lift. It was further away and not a pleasant way to travel between the levels of the ship, but it was more effective at keeping them all together.

Access to the cargo lift was toward the back end of the ship in the loading foyer on each level. The lift was as essential for loading and unloading large cargo as it was for moving supplies around the ship. And now, as it turned out, it had another use. Ironhide flipped the handle into the up position on the control console, calling the lift up from the cargo bay below while Windcharger and Hound removed the safety rails around the large, rectangular lift opening.

Holding his rifle ready, Jazz casually strolled over to the lift way and watched the cargo lift slowly rise to their level. He was not going to take a chance on it bringing any unexpected passengers up with it. Warpath joined him.

"So, do you have a plan for how we're going to ZAP shut off the generator if there are Insecticons crawling all over the place?" Warpath asked.

The blue flash of Warpath's battle mask vents caught Jazz's attention as he remained focused on the lift platform, but listened to the minibot. It was a good thing that the effects of the overcharge were passing because they would all have to be on alert to handle a slew of Insecticons.

The cargo lift moved very slowly, seeming to take forever to appear. "Yeah, I've got a plan." Jazz answered, coolly.

Ironhide's footsteps clanked from behind, but the security chief continued past them to wait over near Hound and Windcharger.

"Well?" Warpath prodded, but Jazz was not quick to give an answer. Instead, the black and white Autobot tipped his head in thought as he stared at the approaching lift.

"It depends on how we find the others," Jazz answered and paused before turning to look at the tank minibot. The corners of his mouth curled into a smile. "So let's just find 'em first. I don't want to make it too complicated by tellin' everyone possibilities."

The truth was a lot depended on what condition the others were in when they found Cliffjumper's team of three. Jazz knew that they could not afford to lose many more of their number before their chances of beating back the Insecticons diminished. But he was not going to tell that to anyone. It would only wreck their morale.

Elsewhere on the same level, Cliffjumper and Bluestreak hurried back to the lounge, looking for any of the others. The magnitude of the Insecticon problem was greater than the others seemed to realize, and they needed to warn the others before they fell victim to the same fate as Trailbreaker did. Both Autobots stopped in the middle of the lounge, surprised to find the place vacated.

"I thought this was our rallying point," Cliffjumper stated, perplexed, as he looked around the empty room. "No one's here."

He attempted a call to Jazz on his communicator, but he could not even raise the signal. He tried contacting Ironhide and Warpath, but neither of them responded. Cliffjumper's faceplate slackened and he took a clumsy step backward, thinking the worst.

He looked Bluestreak in the optics, desperate. "We've got to get to the others! We're their only hope!"

"W-what?" Bluestreak asked with raised optic ridges. Things were not looking good. "How? There's only two of us."

Cliffjumper would not hear it, though. He was going to find the others. But where were they? They must have taken a different route down to the deck below, so that meant one thing.

"The cargo lift!" the red minibot blurted out. "Go!"

Bluestreak spread his hands in confusion then realized a few seconds later what Cliffjumper was talking about. Of course, he realized, that was another obvious way down to C-deck. He produced his beam rifle and followed Cliffjumper out of the lounge and down the hallway once again.

Hound and Windcharger looked up from the lift at B-deck as the company slowly descended, leaving it behind. The others had their attention acutely focused on the level below. The cargo foyer of C-deck was lit brightly enough, however Jazz flicked on his headlights and began shining them into the more dimly lit corners and down the hallways leading away, looking for any signs of movement. Ironhide and Hound followed suit. The area below them was all clear.

As the lift approached the halfway point, hurried footsteps were heard on the deck above them. The lift's electrical contacts clicked repeatedly as the call switch above them was flipped several times, but the elevator continued its descent.

"Stop the lift!" Ironhide commanded. Jazz immediately stepped on the brake pedal with his foot. The pneumatics issued a soft hiss as the air pressure adjusted. "Someone's up there!"

No sooner did the security chief finish his statement than Cliffjumper and Bluestreak appeared at the edge of the rectangular opening, waving their arms wildly at the five Autobots below. Cliffjumper and Bluestreak were frantic. Trailbreaker was nowhere to be seen.

Cliffjumper cupped his hands around his mouth and called out to them to return back to B-deck. Jazz hit the up button on the control panel frame and lifted his foot off the pedal brake, and they began the painfully slow ascent back up to the floor above.

Cliffjumper tried to yell down to them what had happened, but the sound from his vocalizer echoed unintelligibly in the large metallic area so he was forced to wait several minutes until the lift was almost back up to their floor. When it was close enough to the top, Cliffjumper and Bluestreak hopped down onto the platform with the others and Jazz stopped the lift for a moment.

"You guys okay?!" Jazz exclaimed as soon as the others joined them. "Where's Trailbreaker?"

Bluestreak was speechless. While relieved to find that Jazz and the others were okay, he also still visibly shaken up by what happened. Cliffjumper was confused by why he could not reach the others on his communicator from the lounge. Something was not right, but figuring it out mattered less than answering Jazz's question.

"He…fell," the red minibot's frame sagged with resignation. He pulled his optics away from the others and looked down. "Insecticons got him."

Ironhide and the others jerked back in shock, but Jazz displayed no obvious reaction.

"Where?" Jazz asked solemnly.

"In the main elevator shaft," Cliffjumper answered. "We escaped, but he wasn't so lucky." He raised a clenched fist and looked up at that moment with a new resolve in his optics. "We can find him."

Ironhide and Hound looked across the platform at one another. They would pass by the generator before they reached the elevator. A decision had to be made as to what was more important.

"Do you want us to split up and rescue Trailbreaker?" Warpath inquired, expecting Jazz to finally reveal the plan.

Jazz put his hands on his hip plates. He looked each of them in the optics and answered with the resolve of an Autobot who had survived for millions of years back on Cybertron by making tough decisions like this for the successful completion of missions. "No. We're going to shut down that generator."

Ironhide looked over at Jazz with a knowing look in his optics. Sometimes that was the way it had to be. He put his support behind Jazz. "We're gonna stop those Insecticons from takin' all our power then comin' after us. Don't let Trailbreaker go down for nothin'."

Windcharger thought about it for a moment then agreed. "We have to do this," the minibot resolved, placing his fist in his palm.

Bluestreak nodded.

Jazz looked them over one more time then nodded. Satisfied, he set the cargo lift back to descend and he explained what they were going to do. "Okay, guys. Here's the plan."

The others gathered around him.

"First, we'll make a pit stop in the armory and grab as many weapons as we can."

Cliffjumper and Ironhide glanced at one another. That was a darn good idea.

"When the time comes, we have got to stay focused," Jazz looked at all of them intently, measuring their resolve to stay focused on the objective. "We go straight in. No monkey business, just straight in. We'll surprise them."

Heads nodded in acknowledgement. Jazz imagined the battle before them as he described what he wanted them to do.

"Hound, Windcharger," Jazz gazed at them, "cover our flank. Just keep them off us."

"Got it, Jazz," Hound agreed.

Jazz scanned the faceplates of the other four Autobots. Everyone was with him. "It's up to the four of us. Warpath and Cliffjumper, we're going to cover Ironhide while he shuts the generator down. He focused on Ironhide, who accepted his role.

"What do you want me to do, Jazz?" Bluestreak requested. The gunner sounded like he had been forgotten.

Jazz grinned at him. "Shoot at anything that gets too close." The smile widened. "Take your pick."

Bluestreak was surprised by the response. Jazz knew the direction gave the sharpshooter the flexibility to handle the situation however he felt he needed to, hopefully without locking up.

"Jazz," said Hound to get the black and white Autobot's attention. "What do you have in mind after we get the generator shut down? We'll be in the dark."

"Now that's the tricky part," Jazz said as he ticked his head to one side.

Windcharger added to the discussion. "We could make this a lot easier if we could find Bombshell. He controls all the clones."

Warpath agreed. "Take out Bombshell, and YEAH the clones won't attack."

"If you can find him in the dark," Jazz reminded them.

"Just hit them all with everything you got," Ironhide summarized, "and you might get lucky."

But Cliffjumper was not satisfied with the plan. With a wave of guilt he recalled watching the elevator fall. "We're not gonna look for Trailbreaker, are we?"

Jazz turned around and directed all his attention to the minibot. "If we don't do this, Prime'll be lookin' for our pieces later."

"We'll find him, Cliffjumper. Just not right away," Hound consoled the minibot.

The elevator pneumatics let out a long, soft hiss as the cargo lift came to a cushioned stop at C-deck. As the Autobots stepped off the lift, they readied their weapons.

"C'mon, this way," Jazz directed them down the passageway to their right.

The armory was a short distance from the lift down the corridor. Luckily, the Insecticon infestation had not reached that part of the ship. Jazz opened the large, sliding door and they gazed upon the large cache of weaponry.

"Grab fresh charges for your weapons," Jazz instructed them.

Cliffjumper scanned the stockpile and found exactly what he was looking for. He carefully picked up a large bazooka with both hands and held it before his shining optics. "I need one of these!" he stated enthusiastically. He then picked up a couple of charges for his hand weapon. "And some of these." He slung the bazooka strap over his shoulder and eyed something else. "And these!" Cliffjumper excitedly scooped up an armful of acid mortars. The minibot had nowhere to put the extra ammo, so he pushed the shells into his own passenger compartment, where he would be able to retrieve them easily during battle.

As the others picked through the weapons stockpile, Bluestreak waited near the doors, watching the corridor for them. He did not need to restock since he always kept his weapons and ammo fully loaded, just in case. A flash of silver out of the corner of his optics caught his attention and he turned to see Cliffjumper waving a weapon at him to catch his attention.

"You're good with guns," Cliffjumper stated as he tossed the weapon over to Bluestreak. "Here, have another."

Bluestreak looked unsure at the second beam rifle. "I guess so…"

"If you can use it, take it," Jazz encouraged him and returned, fully loaded, to the corridor.

Bluestreak wagged his head as he thought about working a gun with each hand. He had done it before. "Okay."

"Warpath, let's hustle!" Jazz ordered.

The minibot hurriedly loaded as many artillery shells as he could fit into his subspace magazine and left the armory after the others. In the corridor, Ironhide assumed a shooting stance, sighting up to check that his weapon was set the way he wanted it.

Jazz looked over his team. It was time. "Let's go."

With Jazz in the lead, the seven Autobots ran back through the cargo foyer, and up the other hallway toward the generator room. There was no disguising their heavy footsteps clanking on the metallic floor plating of the Ark. All was clear until they turned the first corner.

A grasshopper Insecticon to one side of the hallway turned around and raised its antennae at the approaching noise. Before it could react, Jazz sniped at it. The force from the blast to the front of its metal carapace pushed it away from them. Ironhide ran ahead of where Jazz stopped to shoot and fired several times. One of the shots hit home and knocked out the joint in one of its hind legs.

After Jazz and Ironhide got in their shots, Cliffjumper caught up and covered the front half of the Insecticon clone with a blast of glass gas. The stunned clone did not know how to react. It tried to scuttle away but the hydrogen glass gas quickly absorbed into appendages and it moved stiffly. The three Autobots then took careful aim at the disabled clone and opened fire. The brittle appendages shattered into pieces and the body slumped, full of holes.

Jazz ran up to the Insecticon to inspect the chassis. "Not bad, but that's just one Decepticon clone. We'll have to do better than that."

"Then let's get this show on the road and do it!" Ironhide exclaimed and started ahead again. "I was just warmin' up!"

Cliffjumper laughed and adjusted the bazooka hanging over his shoulder. "Yeah, me too! Let's go!"

They headed further down the hallway together, only briefly pausing to observe a large hole where one of the walls met the floor. The deep drone of the generator up ahead reverberated toward them, more audible than it should have been behind closed doors. Looking further up the hallway, a hole was chewed through the other wall and into the generator room.

The group stopped so that everyone could catch up. But while they waited, two boll weevil Insecticons wandered around a corner from an adjacent hallway and into theirs. They reared up at the sight of the Autobots near the food source. Warpath aimed his chest tank gun barrel at one of them and fired an artillery shell.

"YEAH! Take that!" He called out enthusiastically.

The armor piercing shell struck one of the clones and decimated it with one blow. The shrapnel from the destroyed clone's chassis hailed the second boll weevil, sending shards of metal piercing its frame like daggers. As the next shell dropped into the firing compartment inside Warpath's chest, the others concentrated fire and took out the second clone.

The sounds of battle outside the room were giving them away so Jazz signaled his accomplices and they burst through the main doors for the final assault.

"The exterminators have arrived!" Jazz quipped as he assessed the situation.

They were badly outnumbered. Every part of the room was covered by a moving black and purple mass of Insecticon clones waiting for their turn to feed on the main power conduits. The generator and compressor system were covered in Insecticons as well. Like robotic leeches, Insecticons coated the main conduits leading from the top of the unit through the ceiling, all with their mandibles dug into the supply line, feeding.

"Thieves!" Ironhide yelled angrily and shot at the Insecticons clinging to the power conduits.

"Focus, man!" Jazz reminded him. "Shut down the generator!"

Alerted to the threat, the Insecticon mass began to move. But they did not attack immediately. Instead, they milled about as they moved down the walls.

"What are they doing?" Cliffjumper asked, as he, Bluestreak and Warpath easily picked several off.

Jazz fired twice before answering. "A control signal! They're still being told to feed!"

The company opened fire on the seething, metallic mass. Laser fire flashed and shells exploded, targeting Insecticon clones everywhere. With several clones picked off the main power conduits a fuel leak opened up and gushed down over the clones below to be hungrily consumed by those waiting below. Damaged clones that crashed to the floor from the power conduit were immediately cannibalized by the other starved clones still waiting to get close to the generator and feed.

"Now's our chance!" Jazz called out with authority that, for a moment, mirrored the tone of Optimus Prime. "Ironhide, do it now!"

The security chief aimed his arms at the swarm of approaching Insecticons. His fists retracted from sight and his multi-liquid cluster jets, set for liquid nitrogen, snapped into place. Super cooled gas jetted from his forearms, leaving the leading edge of clones frozen in place, covered by a light, crystalline sheen.

Jazz, Warpath, Cliffjumper and Bluestreak covered Ironhide as he approached the controls by targeting the next wave of Insecticons clones crawling over top of the frozen ones. These ones raised their mandibles toward the Autobots, and hissed a strange, metallic noise.

"Uh-oh," Windcharger said over his shoulder from behind the others, during a pause between shots. "I think we've made them mad."

Then suddenly, an intelligible Insecticon vocalizer spoke from the power conduit as the clones that concealed the chief boll weevil Insecticon scurried either up to the ceiling or down to the top of the generator.

"Autobots, Autobots!" It gasped in a metallic voice. It was Bombshell. "They're destroying my clones!"

A few seconds later, Shrapnel emerged out of the same mass. The stag beetle laughed cruelly in his tinny voice. "I see dessert has arrived, arrived."

"Did someone say dessert?" Kickback inquired, lifting his head from the glowing fuel line.

"There they are!" Cliffjumper yelled at the top of his vocalizer and sighted up to blast the three chief Insecticons from the conduit.

But Ironhide was almost at the controls and they were just barely keeping back the tide of Insecticon clones.

"No! Stay focused!" Jazz commanded them. "Cover Ironhide!"

Cliffjumper took his sights off the three main Insecticons and huffed in frustration. He wanted to take care of the clones quickly so that he could take a shot at the real Decepticon trouble makers. So, he slid the bazooka around from his back and rested it on his shoulder. As he reached into his passenger compartment to grab an acid mortar, Bombshell turned himself toward Ironhide. A moment later, Cliffjumper and the others heard a clink and then Ironhide stopped in his tracks, motionless.

"Ironhide!" Jazz yelled, but it was too late. Ironhide was hit with one of Bombshell's cerebro shells, rendering him under the Insecticon's complete control. "Oh, scrap!"

Kickback and Shrapnel laughed gleefully as Bombshell repositioned himself. Meanwhile, the first clones that were frozen began to slowly thaw and the rest of the horde continued to move in on the Autobots.

Hound and Windcharger looked over at one other with fear in their optics, aware of the deteriorating situation behind them, but unable to do anything but keep a handful of Insecticons from attacking the group's flank.

"I'll do it myself!" Jazz announced, and leaped forward toward Ironhide and the controls.

"Stop him, slave!" Bombshell ordered Ironhide, and the security chief obediently turned and raised his forearms at Jazz.

But Jazz was too close to stop now as Ironhide turned on him. The red and grey Autobot's optics were dull and vacant, and his faceplate expressionless, as he targeted Jazz. Jazz jumped forward into a somersault, barely missing the first blast of liquid nitrogen meant for him. Ironhide turned and tried to blast him a second time, but Jazz escaped by making one final leap toward the control panel. At last, he could reach it.

"Show's over," he said to himself as he quickly reached out and tripped the generator into its shut down sequence.

Jazz paused for a moment to make sure the shutdown signal held, which gave Ironhide the opportunity to blast him. Jazz realized his mistake of waiting and turned his head just in time to see the gush of liquid nitrogen coming at him. He disappeared into a cold vapor mist and when the stream finished, Jazz was frozen solid.

"Good work, slave!" Bombshell commended Ironhide and aimed his long chromed snout at Jazz.

The generator cycled down and the light began to fade as the compressor shut down and the stream of energon feeding the Insecticons diminished. With two of their number gone and still grossly outnumbered, alarm set in.

"Do we change the plan?" Hound called out to Cliffjumper and Warpath.

"If I'm going down I'm taking Insecticons with me!" Cliffjumper yelled back and aimed his bazooka at Bombshell.

Defenseless, Jazz was an easy target for Bombshell. But before any of them could train their weapons on the chief Insecticons, they heard a second clink as a cerebro shell hit Jazz in the forehead. Behind the light frost covering him, Jazz's optic visor dulled as the cerebro shell drilled into his cerebral unit, taking away control over his body and giving it to Bombshell.

Cliffjumper fired the first acid mortar at the trio on the power conduit. The shell exploded and rained a harsh, penetrating acid on them.

"Acid, acid!" Shrapnel shrieked as it burned recesses into their bodies wherever it landed. The three Insecticons split up to avoid another mortar as the minibot reloaded.

Bombshell scurried down to the top of the generator and transformed into robot mode. "My second slave may be frozen, but my first slave will take care of you!" The Insecticon laughed at the Autobots as he commanded Ironhide to freeze the others so that he could easily plant cerebro shells on them, also. Bombshell held the clone army at bay, deciding to start an Autobot slave army instead of having the clones destroy them.

With the Insecticons away from the highly explosive energon, Warpath opened fire. Hound and Windcharger backed in closer toward to the others until the five were fighting back-to-back in the room, surrounded by Insecticon clones.

Bluestreak blinked as he watched in slow motion as the other two Insecticons transformed into their robot modes and pulled their weapons out of subspace. Each of Warpath's heavy shots took out two or three clones, but more filled the void left by the ones that fell. The world was unraveling around him. They were losing. The light was dimming, and the shadows grew larger and larger, obscuring the contingent of individual clones that surrounded them into a single moving shape. He had two beam rifles and his missiles at his disposal, yet he was too stunned at that moment to use them.

The flash of gunfire and sound of explosions erupting around him made him numb. Bumblebee and Trailbreaker were gone. Ironhide and Jazz were under Bombshell's control. The five of them could not win against all the Insecticons and two of their friends. It would not be long before they were all implanted with cerebro shells and Bombshell forced them to fight the other Autobots in the base. This time, he would not survive, but would go down with all the others.

He closed his optics, frozen by fear of their impending doom. He could hear the gush of super-cooled gas as Ironhide blasted liquid nitrogen at one of the others and the clanking of metal as the Autobot dodged. Seconds later, his optics opened and filled with blind panic as the last light left and they were in the dark. And then he went off.


	6. Chapter 6 - Distress Call

On the floor above them, back in medical bay, Ratchet clamped down Bumblebee's last new fuel line and began replacing the peripheral modules he removed to get at the minibot's power assembly. Bumblebee was going to pull through; the chief medical officer's expertise had saved him from a terminal shut down. But Bumblebee would have to remain unconscious for some time while Ratchet completed major reconstruction work.

Ratchet reconnected the last module and pressed it firmly into its mounting bracket until the holding clips clicked. Now all he needed to do was test Bumblebee's energy distributing systems before calling that part of the work complete. He paused for a moment to look upon Bumblebee's exposed facial mechanisms. Extensive work needed to be done to repair the framework around Bumblebee's neck and underneath his faceplate, along with more bodywork than Ratchet cared to think about at the moment.

Gears recovered on the next table. Ratchet had returned his multi-head power conduit and he gently exercised his legs as he slowly regained control of them. Beyond his feet, Brawn and Huffer stood guard on either side of the doorway, weapons ready if anything but an Autobot approached the locked door. Earlier, everyone was spooked when they heard several feet approaching medical bay, but were relieved to find that it was only Beachcomber and Powerglide looking to join them.

Without warning, the lights suddenly flickered and then dimmed. Ratchet looked up with concern at Powerglide and Beachcomber, who sat waiting on a bench facing him. No one said a thing as they regarded each other with worried optics. Quite some time had passed with no word from the others who ventured to the deck below.

Ratchet looked away. The medical bay had emergency energy stores to keep the lighting and equipment functional in the event of a power outage. If the generator had been shut down, the back-up power should have kicked in immediately without a disruption. The lights should not have done that.

Ratchet went to the back of the medical bay to check the back-up power system, thinking he might be able to fix it. He opened the control box and changed the inputs into a few of the terminals, looking up at the lights for a response as he did so, but was unable to make them any brighter. So if the circuitry was not the problem, he thought, it had to be the energy source.

With that decided Ratchet moved over and squatted down in front of a section of panel located near the floor. He paused and tightened his expression when he heard he machinery making an unhealthy noise. He promptly entered the code that unlocked the housing around the emergency power supply and the panel pulled back and slid away to one side.

A rhythmic crunching of metal resounded from the power converter behind the supply tank. He peered around the tank at the power converter and the crunching stopped. A yellow mechanical eye stared back at him.

Ratchet's optics snapped open wide. A yellow antenna near the eye twitched. A second later the tank and power converter flew out of the opening at Ratchet, knocking him onto his back and a clone of Kickback thrust itself out of the panel and into the medical bay. Being of solid design, the tank landed intact but inched further across the floor from the force of its sloshing contents.

Brawn and Huffer spun around.

"An Insecticon!" Huffer cried.

"Get it!" Brawn hollered.

In its hurry to remove itself from the machinery, the grasshopper clone still held the power converter tightly in its mandibles, a long length of wiring streaming back into the opening. Ratchet rolled away onto his side as Brawn and Huffer quickly ran to the back of the medical bay, firing at the black and purple Decepticon clone. The clone flinched at the approaching Autobot threat and bit down hard on the power converter. The lights cut out for a second.

"It's got the power unit! If you scare it -" Ratchet yelled at them, but his warning came a second too late. The lights cut out and the medical bay went pitch black, save for the short circuiting power converter which could be seen arcing through the air.

Ratchet immediately turned on the vehicle mode headlights on his torso and faced where the electrified power converter landed. The grasshopper looked back at him and twitched its antennae. Both minibots turned on their vehicle mode lights, which beamed above their heads and provided a glow for them to see by, and then aimed at the clone. Huffer let off a burst of laser fire, which glanced off one of the grasshopper's silver wings and blasted the wall next to one of Ratchet's tool cabinets.

"Don't fire those things in here!" Ratchet barked at them. "You'll damage something!"

"Okay…" Brawn replied and flexed his knuckle joints.

Huffer shook his head. "That's not a fair fight."

"Who said anything about fair?" Brawn replied with bravado.

The Insecticon anticipated Brawn's move as he hurled himself at the grasshopper. Gears sat up to see what was going on around him, but immediately ducked back down as the grasshopper clone took off again, leaping over Gears and landing by the door.

Ratchet stalked back across the medical bay toward the Insecticon. The clone nervously crunched the electronics in its jaws as the large Autobot approached, then scuttled underneath Gears's table.

"Gears, don't move," Brawn advised the red and blue minibot as he cautiously approached.

"What? Are you crazy? You expect me to go somewhere in a situation like this?" Gears retorted sarcastically.

Carefully, Brawn edged around one side of the table, ready to grab the clone if it tried to flee. Huffer leaned over and shone his vehicle cab lights into the shadows underneath the tables. Caught in Huffer's blinding headlights, the Insecticon froze long enough for Brawn to get up close behind it.

He pounced on its back end just as it brought its legs back in closer to its body and spooked it into jumping. Brawn hit his head on the underside of the table as he hurried to stand back up.

"Ow!" Brawn winced as he rubbed his hand over the silvered surface of his head.

"Hey! Watch it!" Gears grouched at him as the table stabilized after being bumped.

In its flight, the Insecticon leapt straight at Huffer, taking the orange and grey minibot crashing to the floor underneath it.

"Get it, Huffer!" Ratchet yelled as he ran over to help.

Huffer struggled to hang onto the Insecticon. The clone's unintelligent mechanical eyes stared into his optics as he held onto two of the four small appendages and fought to grab the other two. He raised his knee and tried to kick it to distract it, but the grasshopper was more concerned with the other Autobots quickly approaching. It scrambled to get a foothold against Huffer as the minibot kicked his legs underneath it.

"I've got it!" Ratchet called out and threw himself on top of the back end of the Insecticon.

It panicked and clamped down hard on the power converter still stuck in its mouth. The piece of equipment flashed and sent a jolt of electricity through the clone's body, causing its hind legs to kick out reflexively. Ratchet flew back across the medical bay, knocking over a piece of equipment before crashing against a tool and equipment cabinet. The force of his collision broke the doors open and tools fell out on top of the chief medical officer.

Ratchet shook his head and looked down at the tools around him. He picked up large socket wrench and steadied himself as he got back up. Brawn was all over the Insecticon already, pounding it with both fists. The weight of both Brawn and the clone on top of him, Huffer could do little else but hang onto the clone's appendages while Brawn worked it over.

"Move over, Brawn!" Ratchet scowled. Brawn glanced back at the chief medical officer as he stalked up to the Insecticon with the socket wrench gripped tightly in his hand. There was a flash of anger in Ratchet's optics.

Brawn got off of the grasshopper's torso and presented the Decepticon to him with both hands. "It's all yours…"

Ratchet raised the socket wrench and brought the heavy tool down across the center of its torso. The crash of the first blow caused Huffer to jerk underneath the Insecticon as he felt the vibration pass through him. He clubbed it several more times, pounding it in critical locations in the head and torso. It squeaked after the first few blows, and then fell silent.

"That'll teach you!" Ratchet hollered at the clone as he repeatedly bashed it. "No one acts like that in _my_ medical bay!" The chief medical officer's optics flashed bright blue. "No one!"

After several minutes of Ratchet's beating with the socket wrench, the clone's frame was disfigured and crumpled. The grasshopper's mechanical eyes went dark and its yellow antennae dropped limply at the sides of its head as its appendages went slack. Huffer let go of its legs. It no longer tried to get away. Ratchet did not take notice and continued to deliver blows to the clone.

Brawn could appreciate giving a Decepticon a good thrashing, but he realized when the job was done. "I think you got it," Brawn simply stated to Ratchet.

Ratchet stopped in mid-swing and noticed the Insecticon was no longer functional. He let his arm down and stood over the clone for a moment, still clutching the wrench. He hefted the wrench in his hand a few times, and then he changed his mind and delivered one more blow to the Insecticon's head, breaking off one of the antennae.

The force of the impact caused the clone's jaw mechanism to tighten on the power converter one last time. It sent a final surge of electricity through the Insecticon's body and the legs quivered then kicked out reflexively.

Ratchet narrowed his optics and scowled at the Decepticon grasshopper. "Piece of scrap, anyway," he muttered to himself and hung the socket wrench back up in the cabinet where it belonged.

Beachcomber and Powerglide sat stunned on the bench as Ratchet paced past them.

"Whoa! I always thought a doctor would show more compassion to one of God's creatures," Beachcomber said softly to Powerglide. Powerglide just looked back at him.

Ratchet heard the comment and turned around and glared at Beachcomber. "That," Ratchet fumed, "was not one of God's creatures."

Brawn lifted the Insecticon wreckage off of Huffer and helped the other minibot to his feet. The medical bay was quiet while Ratchet picked up the ruined power converter and looked into fixing the emergency power system. Ratchet huffed and tossed the power converter into his pile of equipment that needed to be rebuilt. He had a spare in the storage area and silently went about installing a new one and replacing the energy tank. No one dared to bother him.

After a short while, the lights came back on and Ratchet closed up the panel covering the emergency power supply. Everyone turned their lights back off. Ratchet then set about cleaning up the tools lying on the floor. He carefully arranged everything in its rightful place and then closed the damaged cabinet doors as best he could. Ratchet sighed through his vocalizer. _More things to fix._ He would have to deal with it later.

Slowly, the red and white medic turned around and rested for a moment with his back against the damaged cabinet. Brawn and Huffer had put the remains of the Insecticon clone next to the scrap receptacle. It took three Autobots a concerted effort to dispatch just one Insecticon clone, and there was no telling just how many of the Decepticon vermin were in the base. Ratchet knew that they needed more Autobots to help get rid of the Insecticons than the paltry number that went down to the deck below. But there was no way to communicate with anyone outside the base. Or was there?

His optics brightened and he looked over across medical bay at the mainframe. There was still a ground line linking it with the old pod outside the base, Ratchet realized. The pod served as a temporary medical center when they first awoke, until the more secure medical bay inside ship could be put back into working order after the crash. A communication cable still ran over to the pod from the medical bay so that the mainframe could talk directly to the pod's medical equipment. The corner of Ratchet's mouth curled.

He pushed himself off of the cabinet he was leaning against and strode over to the mainframe, quickly pulled down a console concealed inside the medical computer's paneling and a nearby screen lit up. Ratchet accessed the equipment controller in the pod then issued a bypass through the supervisory control, rerouting the telemetry system to broadcast. He set the device to transmit on standard inter-Autobot frequencies then smiled at his success. Now all he needed was someone to pick up on his signal.

"This is Ratchet, calling from the medical bay," the chief medical officer announced loudly into the mainframe. "Someone, please pick up this signal." He paused and waited for a response, but the screen only buzzed loudly with static.

The minibots were surprised by the sudden communication transmitted by Ratchet and looked at one another.

His call unanswered, Ratchet tried again. "This is Ratchet, calling from Autobot Headquarters. We need help. I repeat, we need help." But the screen buzzed, still filled with grey static.

"How come he's calling for help now?" Huffer asked the other minibots in a dismayed tone. "Why didn't we call for help long ago, before we all split up?"

Ratchet turned and scowled at the orange and grey minibot.

Brawn interjected to defuse the tension between Ratchet and Huffer. "Ratchet had his hands full taking care of Bumblebee."

Ratchet seemed satisfied with Brawn's answer and turned away from them before adding to the explanation. "I didn't have a way to call for help all this time," he answered in a tone of controlled frustration. "I just made a way…right now."

Beachcomber smiled smugly.

Powerglide looked around and decided to help change the overall mood. "Way to go, Ratchet!" he commended the chief medical officer. He meant to punch above him to add emphasis, however the arm he instinctively tried to use was the damaged one, and it resisted his movement. He laughed self-consciously then nursed his arm.

Ratchet ignored the others and made another attempt to contact someone outside the base. At the very least he should be picked up by the Aerialbots, unless they were already inside the base somewhere. He clenched his fist, anticipating a voice at any moment. Several agonizing seconds passed as everyone anxiously waited, before the static broke and a grainy, faint voice could be heard.

The screen remained blank save for the signal noise. Ratchet hurriedly adjusted the frequency. "This is Ratchet. Come in!"

Again the faint voice responded, but was incomprehensible. Ratchet increased the gain through the pod's transmission circuitry, repeatedly asking whoever it was to stay with him until he managed to find an adjustment that slowly resolved the voice out of the static background noise.

"Ratchet – 's – verb-t," the voice said through the communication channel.

"Try again," Ratchet said, as he fiddled with the frequency adjustment. "Who is this?"

The channel erupted back into static as he moved the band in the wrong direction before quickly bringing it back and fine tuning it in the other direction.

"Ratchet, this is Silverbolt," the voice replied at last over the open line.

Everyone visibly relaxed.

Visual verification could not be made. The equipment was not set up to handle the complex visual data exchange, however audio was good enough. "Silverbolt" Ratchet sighed with relief. "Thank Primus! Where are you?"

"Outside," the Aerialbot leader answered. "The blast doors closed right after I lost contact with Jazz."

Ratchet knew Jazz would not have closed the blast doors. "Something's wrong with Teletraan. Can you get them open?"

"Negative," Silverbolt answered. "We tried, but couldn't get past the lock."

The blast doors being closed was not good news at all, Ratchet understood, because they were effectively sealed inside with the Insecticons.

"You have to get those doors open somehow," Ratchet ordered him with desperation creeping into his vocalizer. "We need back-up down here."

"I'll call for more help." Silverbolt's statement resounded through medical bay. Hesitant expressions of hope emerged on the minibots' faceplates.

"Call Prime! Call Prowl! Call anyone and everyone!" Ratchet ordered sternly. "Just get help here fast!"

"Will do!" Silverbolt affirmed firmly. "Now if I can close our channel so that I can get the word out…" '

"Yes, of course!" Ratchet replied and the channel cut out.

Outside the entrance to the base, Silverbolt quickly opened up links to Prime and Prowl, who were still together at the conference. The request for sudden help back at headquarters interrupted their business liaison with the humans, but was absolutely warranted. Prime resolved to call the Autobots who were away from the base and order them to head back as quickly as possible. That freed up Silverbolt and his Aerialbots and allowed them to take care of the situation however they could.

Air Raid, Fireflight and Slingshot had found where the Insecticons burrowed underneath the base. But they were too late as all the Insecticons had gone into the tunnels by that time. The only thing they could do was destroy as much of the tunnel system as possible. Silverbolt watched the explosions flash from across the landscape as the others detonated their charges. He hoped that the three Aerialbots had done enough work to discourage anything from using the tunnels, for he had Prime's orders now to carry out, and the rest would have to wait until later. With that, Silverbolt raised his forearm and opened his communicator link to the others. It was time to get into the base.


	7. Chapter 7 - The Purge

The horde of Insecticons filled the dark room with a cacophony of eerie metallic sounds. Illuminated by the light from his own headlights, the gunner jerked his weaponry around, firing wildly at anything that moved. Everything around him turned into a sea of movement, a plethora of targets.

Warpath, Hound and Windcharger lay on the floor as flat and motionless as possible to avoid becoming Bluestreak's next unfortunate target. Warpath and Hound checked to see that the other was still alright, able to see by the light of their headlights and by the light from the forehead lamp in Hound's helmet. Cliffjumper took his chances with the berserk gunner, still managing to avoid the blasts of liquid nitrogen Ironhide aimed at him.

A stream of laser fire lanced across the floor near the gunner as Kickback swung out of the way of one of Bluestreak's shoulder mounted missiles without taking his finger off the trigger of his weapon. The source of the laser fire became Bluestreak's next deliberate target as he aimed both rifles at Kickback and squeezed the triggers with a death grip. The grasshopper Insecticon jumped several times to get away from the volley that followed him, but could not match the speed with which Bluestreak retargeted him.

After heavily strafing the clones in Kickback's path, Bluestreak riddled the Insecticon with dual beam rifle fire. While his silver wings shielded him from some of the blasts, Kickback took a barrage of laser fire to his chassis, and dropped down to the floor in a smoking heap.

"Bombshell, help me, help me!" Kickback begged as he reached out feebly.

Shrapnel and Bombshell hid behind the generator while Bluestreak continued to destroy the clone army single-handedly in his state of blind panic.

"You had better forget about your Autobot collection, Bombshell, Bombshell." Shrapnel frowned. "We're losing too many of our clones, our clones."

"Not yet!" the Insecticon leader replied as he turned to watch his first slave closing in on Cliffjumper. "Slave! Forget about that Autobot! Go after the one firing at us, us!"

Obediently, Ironhide let Cliffjumper go. The minibot scrambled back from Ironhide on all fours as Ironhide turned and plodded toward Bluestreak.

Bombshell laughed as he looked across at Jazz. "The tables are turning, Shrapnel. My second slave is thawing out, out." The frost sheen had disappeared and Jazz was almost back up to room temperature. Through the cerebral shell link, he commanded Jazz to stand up straight and turn around. Jazz obeyed without contest. "Now attack your friends, friends!"

Hound watched the turn of events from the floor. He carefully turned himself so as not to distract Bluestreak and cast a hologram of the silver gunner next to the generator where Bombshell was hiding. Ironhide and Jazz stopped in their tracks, confused by the double. Then Jazz aimed his photon rifle at the closer hologram and fired.

"Don't shoot at me, you fool! Get him, get him!" Bombshell ordered anxiously.

"More Autobot slaves aren't worth this, Bombshell, Bombshell," Shrapnel plied with dismay. He poked his head around the side of the generator to check the state of Kickback. The third Insecticon lay motionless, yet still functional, on the floor. He wished to sic some of the clones on the Autobots and flee.

But Bombshell had his sights on Bluestreak. The gunner would make an excellent slave with all of that firepower. He might even keep him for a while, the Insecticon leader considered.

"It's no use," Windcharger spoke quietly to Hound, mindful of Bluestreak standing nearly over top of them. "They know it's a hologram."

"You're right," Hound agreed softly and turned the image off. He stared down at the floor beneath him, knowing things were not going to end well.

Jazz aimed his photon rifle at Bluestreak and fired. He struck the gunner in the midsection, momentarily stunning him. Ironhide moved in and raised his liquid nitrogen jets at Bluestreak.

Then something behind them caught Warpath's attention and he suddenly raised his head in a moment of forgetfulness for his own safety. "Look!"

Hound and Windcharger immediately turned to see what Warpath saw behind them.

"I don't believe it!" Hound exclaimed hoarsely with wide optics as he tried to control the tone of his vocalizer.

A tall, dark figure loomed over Bluestreak. Faced with looking into the gunner's headlights, all Bombshell could see was a black silhouette accented with a few lights and a glowing blue optic band.

Bluestreak continued to rapidly fire all of his weaponry, until he noticed the air begin to vibrate and a pale aura emerge around him from behind, separating him from his targets. Alerted to the presence of something behind him causing the phenomenon, Bluestreak spun around and aimed both guns and missiles at the new target.

The gunner's optics cleared when he saw the tall, familiar figure looking down on him. He did a double take. "T-Trailbreaker?! Is it really you?"

"Yeah," the defensive strategist replied plainly. "I see you could use some help."

Bluestreak was overwhelmed by the appearance of Trailbreaker. Other than dents and some long, deep scratches, he was all in one piece. "What a relief! But how?"

"Never mind that right now," Trailbreaker answered, "Let's take care of these Insecticons."

Bluestreak turned back around. At that instant, liquid nitrogen gushed around the force field Trailbreaker cast to protect them and a cerebro shell bounced harmless to the floor.

On the other side of the force field, Jazz and Ironhide stared at them through dull, vacant optics. Like a robotic zombie, Jazz fired repeatedly at the force field, but the shots deflected off it.

"Fat chance they'll get through my force field!" Trailbreaker announced.

Bombshell uttered a tinny sound of frustration. It was clear that he would not be able to plant a cerebro shell on the gunner. "Enough of this! Clones, attack!"

The dark masses glimmering in the light reflected from their headlights scuttled toward the Autobots with mandibles clicking and clacking. Warpath and the others hurried to their feet. Cliffjumper joined them and together they fired on the approaching wave of Insecticons.

The four Autobots looked over at the two protected ones with dread in their optics.

"Can you let us in there?" Hound asked with great concern.

"If I do, I have to let Jazz and Ironhide in. They're too close," Trailbreaker responded honestly.

Windcharger set up a repulsive magnetic field and began waving it at the Insecticons as they leapt at them. Using the invisible electromagnetic force, he hurled clones off of Hound, Warpath, Cliffjumper and himself, at great expense to his energy reserves.

"I can't keep this up for very long," he explained with urgency in his vocalizer as he tossed Insecticons with the field generated through each hand.

"Somebody better do something fast," Cliffjumper yelled, "or we're not going to be around much longer!"

Bombshell and Shrapnel used the distraction to collect Kickback. Carrying their fallen comrade, the two Insecticons hastily retreated through the hole in the side of the generator room wall, leaving their clone army to make quick work of the Autobots.

Bluestreak stared back at Ironhide and Jazz, who still searched for some way to get through the force field as Bombshell commanded. Neither of them realized the danger they were in. The Insecticon clones would not distinguish between an Autobot that was under Bombshell's control an one that was not. There was not much time left for either of them.

Bluestreak glanced over at Warpath, Hound, Cliffjumper and Windcharger, who all had their hands full just keeping the swarming clones off of them.

"I'm running out of power!" Windcharger warned.

Panic started to set in again as Bluestreak realized that he would stand there and watch the other six be consumed if he did nothing. Something had to be done about Jazz and Ironhide so Trailbreaker could expand the force field.

Trailbreaker leaned over the gunner and Bluestreak glanced back briefly. It was then that Bluestreak knew what he had to do. He looked at the silver beam rifle in each hand and then looked up into the dull optics of Ironhide and Jazz.

Bluestreak aimed a rifle expertly at the foreheads of the two Autobots, then closed his optics and squeezed the triggers. He waited a moment before opening his optics again, expecting the worst when he heard the two Autobots collapse. Both Autobot's headlights were still shining, but neither moved. Trailbreaker expanded his force field and took Jazz and Ironhide into its protection.

Trailbreaker pushed the force field out even further and enveloped the remaining four Autobots along with two clones. Warpath and Cliffjumper dispatched the Insecticons quickly and together with Hound the three kicked the chasses outside the protective sphere. His energy nearly all spent, Windcharger doubled over with his hands on his knee joints as he paused to recover.

The first wave of Insecticon clones leaped at the force field, but could not penetrate the protective barrier and slid down its surface. In a matter of moments, the sphere was buzzing from the all of the Insecticons frantically trying to climb up its energetic surface.

With the defense now left to Trailbreaker, they refreshed their weapon charges and, together, Hound helped Warpath, Cliffjumper and Bluestreak take care of the remaining clones. Windcharger was low on power, but he put in his best effort to help dispatch the Insecticons with his hand weapon. They opened fire with everything they had. It was difficult to discern how many of the clones had been destroyed, because they moved quickly through the shining headlights and disappeared into the darkness after each artillery and laser blast.

"We must be cutting into their numbers by now!" Cliffjumper hollered over the sounds of gunfire. "I'm seein' more of the room each time I blast 'em!"

Warpath pivoted his torso and loaded the next shell into his firing chamber as his long tank gun barrel swung around to help finish off the Insecticons in front of Cliffjumper.

"WOW, BANG!" the tank minibot cried out, his blue face mask vents flashing blue in the darkness above his headlights as he spoke. "Let's ZOOM finish those Decepticons off!"

With a thunderous bang, he fired an artillery shell into the middle of a small group of Insecticons, blowing two of them to pieces and seriously damaging the third. Warpath was ecstatic at the site and sound of his destructive capability.

"Whoa!" Cliffjumper yelled to Warpath. "Watch how close you land those things to the generator. We don't want to blow the place up!"

"No problem, Cliffjumper!" Warpath hollered back. "I always ZING hit what I'm BOOM aiming for!"

They pressed on for several more minutes, blasting the Insecticons until it was obvious that less and less were appearing in front of the force field.

"Hold your fire!" Cliffjumper hollered and waited for the others to cease fire.

"Why are we stopping?" Warpath asked incredulously.

Cliffjumper did not respond immediately. Instead, he listened to what was going on around them. "They're leaving!"

The others looked surprised, and listened themselves. Sure enough, the metallic clanking of the clones' bodies and the tapping of appendages echoed away from the room and disappeared after about a minute.

"But why?" Warpath asked.

"Maybe they're running low on power, too," Windcharger suggested, feeling he was at his own limit.

"So what do we do now?" Bluestreak asked, looking around.

"Let them go," Hound answered. "Kickback took a pretty harsh beating. I bet they'll follow Bombshell and Shrapnel somewhere safe where they can fix up Kickback.

"Besides, we need to take care of Jazz and Ironhide," Trailbreaker added. "They're injured."

"You're right," Cliffjumper agreed. "We're not gonna be fast getting back up in that cargo lift, anyway."

So, the company of Autobots lowered their weapons, alone in the dark generator room. Bluestreak looked over at Jazz and Ironhide, who remained still where they collapsed throughout the entire fire fight. He needed to find out what had become of them after he fired at them to remove the cerebro shells, so, tentatively he approached Jazz while the Hound and Cliffjumper checked on Ironhide.

Jazz was lying on his side, facing in the other direction. Carefully, Bluestreak reached out his hand and gently turned Jazz over to face him. In the center of Jazz's forehead was the hole left behind by the cerebro shell. Part of the ruined control device was visible inside, and would need to be delicately removed and repaired. The motion stirred Jazz's sensors back to life, and he groaned as he slowly turned his head toward Bluestreak.

"What happened?" Jazz asked weakly as his optic visor brightened.

Bluestreak's expression curled into a smile as he held Jazz's shoulder. "You're okay." It was all he could say.

For a moment, he just stared at Jazz with relief. Jazz let his head go loose and he rested as he slowly came back to his senses.

Bluestreak then lifted his gaze across to Ironhide, who was similarly out of action. Cliffjumper looked back at him, narrowed an optic and smiled. Then he gave Bluestreak a big thumbs up.

Trailbreaker kept the force field up as the others picked up their friends and carried them back up to medical bay. They found no more Insecticons on their way back.


	8. Chapter 8 - Escape

After picking up Kickback and making a hasty exit, Bombshell and Shrapnel hurried back to one of the entrance holes into the Ark while the battle in the generator room continued behind them. Their clones would join them when they finished taking care of the Autobots. When Bombshell and Shrapnel arrived at the dark entranceway into the ground, the two Insecticons stopped with Kickback held between them and looked at one another. This was not going to work. Kickback was badly injured from Bluestreak's assault; he could not transform into his metallic grasshopper mode and he was too damaged to flee on foot.

"Don't leave me, leave me," Kickback's weak vocalizer rasped when he realized the other two had stopped to consider what to do.

Bombshell's red optics glowed like embers in the darkness. "We Insecticons stick together, together," Bombshell replied proudly. "We'll have to find another way out, out."

Shrapnel forced a gravelly, sarcastic sound through his metallic vocalizer. "You know your way around here, Bombshell, Bombshell?" Bombshell's red optic glow reflected off the huge chromed Insect mode mandibles perched on either of Shrapnel's shoulders as he shifted to get a better hold Kickback's broken legs. "We don't have time to go sightseeing, sightseeing."

Bombshell knew that the Autobots were no match for them. "Any Autobot that crosses our path will become my slave," Bombshell declared.

"What about Optimus Prime, Prime?" Kickback's tinny vocalizer asked.

Bombshell narrowed his fiery optics. The Insecticon longed for the day that he could have the Autobot leader under his control.

"Optimus Prime must not be here," Bombshell surmised. "He would not send his Autobots to battle us alone, alone." Through his cerebro link to the Insecticon clones Bombshell was able to determine from the region not previously covered by the clones which direction the Autobots must have come from. That was the way out of the ship.

"No more time to talk. Let's go. This way, way!"

It took little time for the Insecticons to find the cargo foyer on C-deck. At the large cargo lift opening they activated their leg aerial thrusters and flew with Kickback up to A-deck, the highest the lift shaft went. The whole deck was silent and dark as they hurried through the corridors as best they could with Kickback slung between them, looking for a way out.

From the Autobot script next to each door that lined the hallway they hurried down it was clear they were in the Autobots' living area.

"Don't dally, Shrapnel!" Bombshell chided the other Insecticon, noticing that Shrapnel was trying to read the names as they passed them. "Let's just get out of here, here!"

"I'd love to take a souvenir with me, with me," Shrapnel laughed in his tinny, echoing voice. "Imagine the look on Megatron's faceplate if he saw we had souvenirs from inside Autobot Headquarters, Headquarters."

"Leave it, leave it," Bombshell answered him. "That fool would only think we had switched sides, sides."

The Insecticons wove through the Ark, tracing and retracing different routes, coming time and again to sealed doors and dead ends until they stopped and realized they were lost.

"There must be no way out. We'll have to go down a level, level," Bombshell advised. But they did not know which way to go. "Even with my night vision I didn't see an elevator, elevator."

"Well then," Shrapnel smiled in the darkness. "Let's just make our own way down, down."

Bombshell and Shrapnel put Kickback down and drew their weapons, blasting a hole in the floor. Bombshell reached into the ragged opening and pulled away the sparking broken conduits so that they could get through. The Insecticon leader was the first to drop down through the floor, cushioning his landing by pulsing his leg thrusters on the way down.

"Drop Kickback, Kickback."

Bombshell waited with his arms ready and caught the damaged Insecticon when Shrapnel dropped him through the opening from the floor above. A moment later, all three Insecticons were down on B-deck.

Bombshell had an idea which way they should be headed since he tracked their path on his internal geo-tracking system. Picking up Kickback again, he led Shrapnel through the base. B-deck was easier to navigate. The larger main hallways gave away the direction to the main deck area and then to the lower end of the causeway out of the base.

"We've found it, found it!" Shrapnel exclaimed excitedly, recognizing the gentle upward slope beneath his feet and the familiar outline of the wide, hexagonal passageway. But his excitement faded as daylight was not visible ahead of them. "What?! It's closed, closed?!"

In front of Shrapnel, Bombshell slowed and negotiated a better grip on Kickback. It was true. Their escape was blocked.

"We'll get help with the door, door," Bombshell stated firmly and summoned all of the clones from the ship. It was time for them to leave. Within minutes the clone army could be heard approaching in the distance. The skittering sound of hundreds of metal Insect appendages climbing along the ship's walls and ceilings and racing across the metallic floor echoed out of the blackness.

Ratchet and the others froze, hoping that the Insecticons would not notice them while the finger of the Insecticon army rattled the frame of the Ark outside medical bay. But the numerous, scuttling metal Insect bodies passed by medical bay without any interest in the Autobots inside.

As the Insecticons awaited the nearing Insecticon army, the blast doors behind them groaned. Caught unaware, Bombshell and Shrapnel spun around and Kickback weakly turned his head in the direction of the noise. Slowly, the gearing in the locking system creaked under a great force. After briefly enduring the duress, gear teeth snapped and the mechanism suddenly gave way. A sliver of blinding light cut through the darkness as a gap opened up between the two interlocking blast doors. The fingers of two giant, white metal hands forced their way through the thin opening and pried the doors apart with ease. The Ark causeway was flooded by the blinding brightness outside, save for the long shadow of the enormous figure that stood in front of the base entrance. It was Superion.

The three Insecticons jumped at the unexpected site of the Aerialbot giant. Superion also appeared startled by the sight of the Insecticons directly in front of him. Bombshell and Shrapnel seized the moment and jumped across the threshold. They threw Kickback out of the way and tumbled down the slope in different directions to escape Superion's grasp as he swiped at the ground to grab the three Insecticons. Only seconds later, the clone army emerged from the darkness and flowed out onto the rocky landscape.

Superion stood back up straight, unable to tell which Insecticons were the real ones in the horde that flowed past his feet. Bombshell and Shrapnel used the opportunity to grab Kickback and wasted no time in their retreat by taking to the air with Kickback. Unable to see the three Insecticons fleeing behind him, Superion took to crushing as many clones underfoot as he could before the last ones left the base.

Bombshell turned and looked behind him at the scene as they flew away from Autobot Headquarters. He could sense the destruction of his clones so he commanded them to immediately take to the air and follow him. The remains of the swarm obeyed. Superion took his electrostatic discharger rifle out of subspace and fired at the fleeing Insecticons, but few clones fell to the blasts.

Seeing that his shots were not taking down very many of the fleeing Insecticons, Superion crouched and then hurled himself into the air after the Insecticons with a sudden burst of hydraulic power. The enormous Autobot kicked in its thrusters and tore off after the Decepticons through the sky.

Bombshell turned just in time to see Superion quickly closing in on them. A single shot from Superion's rifle blasted the stragglers out of the sky. It grieved the Insecticon leader to watch his precious clones meet their end and hurtle to the ground far below. At the speed that Superion was approaching them, the Aerialbot goliath would be on top of them within the next minute and they would all be finished. Bombshell was dismayed, but he knew what he knew he had to do. Reluctantly, he ordered the remnants of the clone army to attack Superion, knowing that their sacrifice would secure his survival. The clones mindlessly obeyed, driven to their certain doom by Bombshell's final order.

Superion slowed his pursuit and hovered when he saw the clones turn around and head back toward him. He managed to aim and fire his rifle once, taking out another section of the ragged approaching army before the clones buzzed around him. Superion was gigantic compared to each clone, so the clones landed on Superion and bit. Bewildered at the futility of the onslaught, Superion subspaced his rifle and looked down at himself, confounded.

The Insecticons engaged him in clusters, gnawing furiously. Tentatively, he brushed them off of his arms and chest plate. But the Insecticons persisted and returned to pester Superion. He brushed them away again, though they returned undeterred to harass him even more. Unequipped with the chip set to handle this battle algorithm, Superion became frantic and began to slap and pound himself.

Excited by Superion's mounting agitation, the clones regrouped and swarmed his faceplate. Superion's world dissolved into a frenzied maelstrom of clacking, chattering, and biting madness. Panicked, Superion raised his mammoth hands to his faceplate as the Insecticon mass gnawed his optic band loose.

Within their mind meld, the Aerialbots collectively realized the Insecticon pests were close to boring into Superion's cerebral housing. With hands upraised, Superion suddenly plummeted earthward. As he fell, Superion dissociated into his five Aerialbot components. Gnashing their mandibles, the clones plummeted after them.

The Aerialbots instinctively returned to their jet forms and, one by one, ignited their engines and soared skyward. The sluggish clones were no match for the Autobots' aerial prowess. Their fate was sealed as the Aerialbots banked around and took aim.

Ratchet and the minibots remained in medical bay, waiting for some contact from the others. Not long after the Insecticon army passed down the hallway, Bluestreak and the others arrived at medical bay carrying Ironhide and Jazz. The warmly-colored bay was a welcome sight after being in the dark ship. Bumblebee rested peacefully offline on one of the medical bay tables, surrounded by the tools of Ratchet's trade. He was only partly reassembled but the others knew he would pull through.

Ratchet wasted no time and motioned the others to help Jazz and Ironhide onto the remaining examination tables. He glanced first at one then the other. The Autobots remained silent. A deep furrow formed between his optic ridges as he inspected the wounds. At length he turned to the others and scowled.

"It's a miracle they're still with us," he stated bluntly. "That's a pretty dangerous way to remove cerebro shells."

He passed a scolding gaze over the congregated Autobots, clenching his fists. "Who did this?"

Cliffjumper looked edgewise at Bluestreak, who was staring intently at a point on the floor next to the chief medical officer. Ratchet turned to face Bluestreak.

"Bluestreak?" he queried.

"Um, yeah."

"Yeah, what?" continued Ratchet as he tried to look the gunner full in the optics.

"Yeah, it was me."

Ratchet pulled himself up to his full height and crossed his arms. Bluestreak visibly shrunk.

"That," intoned Ratchet, "is about the best slagging marksmanship I've ever seen."

Bluestreak glanced up at Ratchet, unsure of himself.

Cliffjumper rose to the occasion. "Yeah, and he shot both of them at once!" he added excitedly.

Ratchet turned toward the red minibot, no longer able to contain a smirk. "He did what?" he asked, and his jaw mechanism loosened into a full smile.

"With my optics closed," Bluestreak added shyly. "I couldn't watch."

"Primus," muttered Jazz from atop his table, "that's why I'm all messed up."

"Well guys, I have to get to work here," said Ratchet. "I'll be taking Jazz and Ironhide offline while I work on them, so say your goodbyes now. They should be up and about in a couple of days."

The other Autobots quietly gathered around Jazz and Ironhide. They would be missed, even for a few short days.

"Thanks, guys," Ironhide said softly. He placed his hand on Hound's forearm before the Autobot could step away.

Hound looked upon the deep hole in Ironhide's forehead before moving his gaze down to Ironhide's faceplate. The old Autobot hid any discomfort well.

"Just take care, Ironhide," Hound responded sincerely, "and get better soon."

Ironhide grinned. He would not be in medical bay for a second longer than Ratchet would make him stay.

Hound and Cliffjumper respectfully stepped back as Ratchet approached to assess Ironhide's injury. Bluestreak watched the others momentarily before turning to look down into Jazz's blue optic visor. Jazz stared elsewhere for a moment as he rested, then weakly turned his head toward Bluestreak. Bluestreak's expression lightened.

"You know, 'Streak?" Jazz laughed weakly, though still in a jovial tone. "I said one day you were going to do it."

Bluestreak smiled nervously and met Jazz's gaze. "I guess I should have listened to you, Jazz."

"Hey, it's cool," replied Jazz, "I'm glad you did it."


	9. Chapter 9 - Epilogue

After putting in a long shift and calibrating the flexion nodes on the underside of Bumblebee's new faceplate, Ratchet had wearily departed medical bay and left Bumblebee on his own. Bumblebee rested quietly on the table and tried making faces. The new settings felt rigid and tight. The little minibot was just starting to feel sorry for himself, and a little bit lonely, when he heard familiar footsteps approach the entranceway.

"Optimus!" he sat up quickly and tried to smile.

And there stood Optimus Prime, his hands resting confidently on his hip plates as he looked down at the yellow minibot.

"How are you, Bumblebee?" inquired Prime cordially.

"Oh, I'm okay," said Bumblebee, stretching his mouth as he spoke. Talking was very uncomfortable and he fought the urge to rub his faceplate with his hands.

"Ratchet said you were doing well," said Prime. "I'm glad to see he was able to fabricate a new faceplate for you so quickly."

"I guess he couldn't fix the old one," replied Bumblebee, "but this new one is awfully tight. Not that I'm complaining, it just takes some getting used to."

"You'll do just fine," Prime assured him. "To me, you look as good as ever."

"Gee, thanks, Optimus."

"Do you think you'll be well enough to help with the repairs?" Prime asked.

Bumblebee smiled again. "I'd like to, but isn't that up to Ratchet?"

"He did tell me you could handle light duty, starting tomorrow."

"How is it going, Optimus? I mean, with filling in the Insecticon holes and all?"

"Brawn and Huffer have finished filling most of the holes. The other Autobots are fixing the damage to the ship's hull," Prime explained. He paused and tilted his head to one side in thought. "It's strange, but there is a silver lining to all of this."

"Really? What?"

"It turns out that one of the holes is deep enough that we can use it to build a second shaft to power another generator for extracting more energon," Prime explained.

"So you're not going to fill that one in," Bumblebee summarized Prime's thought.

The Autobot commander nodded. "Affirmative. Thanks to the Insecticons, we'll soon have another power source for our base."

Bumblebee laughed. "I bet Megatron would have a fit if he found out!"

"Well, I for one won't be telling him anything," Prime chuckled.

"Me neither," laughed Bumblebee.


End file.
